apollo consolidated limited for personal use only · for the year ended 30 june 2016 for personal...

APOLLO CONSOLIDATED LIMITED ABN 13 102 084 917

ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2016

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Corporate directory 1

Directors’ report 2

Auditor’s independence declaration 34

Independent auditor’s report 35

Directors’ declaration 37

Consolidated statement of profit or loss 38

Consolidated statement of profit or loss and other comprehensive income 39

Consolidated statement of financial position 40

Consolidated statement of changes in equity 41

Consolidated statement of cash flows 42

Notes to the consolidated financial statements 43

Corporate Governance Statement 77

Additional Securities Exchange information 78

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Corporate Directory

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Directors Securities Exchange Listing Mr. Roger Steinepreis – Non-Executive Chairman Australian Securities Exchange Mr. Nick Castleden – Managing Director Home Exchange: Perth, Western Australia Mr. George Ventouras – Non-Executive Director Mr. Robert Gherghetta – Non-Executive Director Mr. Stephen West – Non-Executive Director

Code: AOP

Joint Company Secretaries Bankers Mr. Alex Neuling National Australia Bank Limited Mrs. Natalie Madden Level 13, 100 St Georges Terrace Perth WA 6000 Registered Office Share Registry Unit 24, 589 Stirling Highway Computershare Investor Services Pty Limited Cottesloe WA 6011 Level 11, 172 St Georges Terrace Australia Perth WA 6000 GPO Box D182 Principal Administrative Office Perth WA 6840 Level 7, 1008 Hay Street Telephone: 08 9323 2000 Perth WA 6000

Fax : 08 9323 2033

Auditors Deloitte Touche Tohmatsu Brookfield Place Tower 2, 123 St Georges Terrace Perth WA 6000 Australia

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Directors’ Report

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The directors (Directors) of Apollo Consolidated Limited (Company) submit herewith the annual report of the Company and the entities it controlled (Consolidated Entity) for the financial year ended 30 June 2016. In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows:

Directors & Senior Management

The names and particulars of the directors of the Company during or since the end of the financial year are:

Roger Steinepreis

Non-executive Chairman, Chair of Nomination & Remuneration Committees, member of Audit & Risk Committees

Roger Steinepreis graduated from the University of Western Australia where he completed his law degree. He was admitted as a barrister and solicitor of the Supreme Court of Western Australia in 1987 and has been practising as a lawyer for over 28 years.

He is the legal adviser to a number of public companies on a wide range of corporate related matters. His areas of practice focus on company restructures, initial public offerings, mergers and acquisitions and mining law.

Mr. Steinepreis is currently a director of the following companies:

• Latitude Consolidated Limited (formerly Integrated Resources Group Limited) (from November 2012).

Mr. Steinepreis has also held directorships with the following companies in the last three years:

• Firestrike Resources Limited (March 2011 to 18 April 2016), and • PHW Consolidated Limited (December 2012 to May 2015), • AVZ Minerals Limited (May 2007 to May 2014), • DGI Holdings Limited (July 2012 to May 2014)

As at the date of this report Mr. Steinepreis has an indirect interest in 8,832,341 fully paid ordinary shares and 10,377,496 options.

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Nick Castleden

Managing Director

Nick Castleden is a geological consultant with over 20 years’ experience in the Australian and overseas mineral exploration and development industry. He has worked with active and successful Australian mining companies including Mt Isa Mines (MIM), Perilya Mines, MPI Mines, LionOre and Breakaway Resources in various exploration, geological and management capacities, and with corporate house Verona Capital. Mr. Castleden has worked on projects in Australia, West Africa and North and South America in both project generative and acquisition roles. He has particular experience in the gold, nickel sulphide and basemetal exploration business and has participated in the discovery and delineation of new gold and nickel-sulphide systems that have progressed through feasibility studies to mining.

Mr. Castleden was previously a director of Erin Resources Limited (to June 2016) & DGI Holdings Limited (to April 2014). Mr. Castleden has held no other directorships in the last three years.

As at the date of this report Mr. Castleden holds (directly and indirectly) an interest in 2,112,505 fully paid ordinary shares and 11,470,835 options.

George Ventouras

Non-Executive Director, Member of Remuneration and Nomination Committees

George Ventouras is a marketing consultant with over 20 years’ experience in marketing, business development and general management roles. He has consulted with companies both nationally and internationally, in relation to the development and capitalisation of projects, the supply of infrastructure and equipment and provision of administrative and logistical support. He also has considerable experience in restructuring, recapitalizing and operating ASX listed companies. Mr. Ventouras has experience in various market categories including industrial, particularly aquaculture, consumer and luxury goods.

Mr. Ventouras was previously a director of DGI Holdings Limited (July 2012 to May 2014). Mr. Ventouras has held no other directorships in the last three years.

As at the date of this report Mr. Ventouras holds an interest (directly and indirectly) in 625,002 fully paid ordinary shares and 1,000,000 options.

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Stephen West

Non-Executive Director, Chair of the Audit & Risk Committees, Member of Remuneration and Nomination Committees

Mr. Stephen West holds a Bachelor of Business in Accounting and Business Law from Curtin University in Perth, Western Australia and is a member of the Institute of Chartered Accountants in Australia.

Mr. West has over 22 years financial and corporate experience gained in public practice, investment banking and the oil and gas and mining industries. Mr. West is currently CFO and Executive Director at Oslo Axess listed African Petroleum Corporation Limited, a London based oil and gas exploration company with assets in West Africa. During his career, Mr. West has held management and executive positions with Horwath Chartered Accountants, Australia, Price Waterhouse Coopers Australia, and Barclays Capital London.

Mr. West is also a co-founder and the current non-executive chairman of Zeta Petroleum plc, a London based oil and gas exploration and production company, a non-executive director of Norsve Resources Limited, an unlisted minerals exploration company, a director of Incube Investments Pty Ltd and a director of Cresthaven Investments Pty Ltd. Mr. West has held no other directorships in the last three years.

As at the date of this report, Mr. West holds (directly and indirectly) an interest in 3,735,639 fully paid ordinary shares, 2,227,982 Performance Shares and 2,500,000 options.

Robert Gherghetta

Non-Executive Director, Member of the Audit and Risk Committees

Mr. Robert Gherghetta holds a Bachelor of Commerce in Accounting and Finance from the University of Western Australia and is a member of the Institute of Chartered Accountants in Australia. Mr. Gherghetta was co-founder of Valiant Petroleum PLC, a London based oil and gas exploration and production company that successfully listed on the London Stock Exchange (AIM).

Mr. Gherghetta has over 20 years financial and corporate experience gained in public practice and investment banking including Horwath Chartered Accountants, Australia, Credit Suisse First Boston, London and Royal Bank of Scotland, London. Mr. Gherghetta has held no other directorships in the last three years.

As at the date of this report, Mr. Gherghetta holds an interest in 5,811,309 fully paid ordinary shares, 2,269,986 Performance Shares and 2,750,000 options.

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Joint Company Secretaries

Mr Alex Neuling BSc. FCA ACIS

Alex is a director and principal of Erasmus Consulting Pty Ltd, which provides company secretarial and financial management consultancy services to a variety of ASX-listed and other companies. Mr Neuling is a Chartered Accountant (UK) and Chartered Secretary with more than 14 years of experience in commerce and public practice and also holds a degree in Chemistry.

Mrs Natalie Madden BSc, FCA (appointed 16 October 2015)

Natalie is a Chartered Accountant (UK) with more than 16 years of experience in commerce and public practice and holds a degree in Mathematics.

Share options granted to directors and senior management

During and since the end of the financial year there have been no share options granted to the directors and senior management of the company and its controlled entities as part of their remuneration.

Former Partner of the Audit Firm

There was no partner or former partner of the audit firm who was an officer of the Company at any time during the year.

Remuneration of directors and senior management

Information about the remuneration of Directors and senior management is set out in the remuneration report of this directors’ report on pages 26 to 32.

Principal Activities

The Consolidated Entity’s principal activities in the course of the financial year were mineral exploration in Cote d’Ivoire and Western Australia.

Results

The Consolidated Entity recorded a loss after tax of $118,782 (2015: $334,447). Total comprehensive income for the year was a loss of $126,523 (2015: loss $335,014) F

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Review of operations

Over the course of the financial year, the Company made excellent progress on its gold exploration properties in the West African country of Cote d’Ivoire, and at its Rebecca project in WA.

In Cote d’Ivoire the outstanding greenfield exploration potential that the country offers became apparent, with the Company receiving a series of strong aircore drilling results from the Antoinette prospect on the Boundiali project. Drilling defined a 600m long zone of continuous gold mineralisation at the ‘Trench Zone’ and promising stockwork intercepts in reconnaissance traverses 1km to the south.

First-round reverse circulation (RC) drilling at the Trench Zone confirmed a bedrock gold discovery here, with results including 14m @ 11.24g/t Au, 11m @ 9.07g/t Au and 35m @ 2.93g/t Au. RC and aircore drilling is set to continue in the coming dry season.

A significant exploration deal was struck with Newcrest Mining Ltd over the Seguela property, with a 2 year Option to Purchase providing strong exploration activity on the permit, and funds that your Company can apply to exploration elsewhere.

At the Rebecca project a round of RC exploration drilling continued to deliver significant intercepts, with a true-width result of 23m @ 1.51g/t Au opening up a new mineralised surface in the northern part of the Redskin prospect. RC drilling will continue at Redskin, Bombora and Duke in the coming months.

COTE D’IVOIRE GOLD PROJECTS

Apollo holds exploration and mining rights to three exploration permits totaling over 1,100km2 in the West African nation of Cote d’Ivoire, through its subsidiary Aspire Minerals Pty Ltd. The permits cover highly prospective Birimian greenstone belts in an under-explored portion of the West African goldfields.

Boundiali Permit (Apollo 100%)

This permit has emerged as the Company’s prime exploration project, with initial aircore and RC drilling confirming that soil anomalism at the Antoinette anomaly is underlain by significantly mineralised bedrock gold in several locations.

Infill and step-out soil sampling continued to develop this anomaly during the period, which now extends over a combined 7km of strike. Additional soil anomalism located to the south and east of Antoinette is starting to be defined, and these areas will be the focus of continued soil sampling into the 2017 dry season.

As the Antoinette prospect is entirely soil-covered little was known about the underlying geology, although the regional setting suggested good gold prospectivity. The anomaly lies at the northern extension of a structural zone that hosts a number of developing prospects on Randgold Resources Ltd permits to the south, and is considered to be in greenstone terrain equivalent to the Syama belt. F

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A 5m trench dug late in 2015 to check geological orientations returned a promising result of 5m @ 6.62g/t Au. The trench site lies within the main 2.6km zone and near overgrown ancient diggings and soil results up to 615ppb Au. This result indicated potential for strong gold grades in the underlying bedrock and aircore drilling commenced. Aircore is a fast and effective method to test weathered bedrock profiles.

Initial drill traverses were carried out on 200m, 400m or 800m line spacing along a linear 2.6km higher-grade section of the Antoinette anomaly, and on step-out lines to test parallel zones. This first-ever initial program returned a number of significant gold intersections including 20m @ 2.71g/t Au, 36m @ 1.54g/t Au, 4m @ 13.80g/t Au EOH, 11m @ 3.71g/t Au EOH, 8m @ 2.42g/t Au EOH, and 9m @ 3.71g/t Au EOH (see ASX announcements 8th February and 15th February 2016).

A phase two program confirmed strong gold mineralisation in oxidised sedimentary rocks and defined a bedrock gold discovery at least 600m long at Trench Zone. At the completion of 100m infill drilling along the Trench Zone, composite aircore sampling had returned commercial grades on six traverses with an average composite intercept of 18m @ 2.50g/t Au.

Phase three aircore drilling subsequent to the period tested granodiorite-hosted mineralisation in an area located 1km to the south of Trench Zone, confirming stockwork-hosted gold mineralisation on three lines at 200m line-spacing, with better results of 16m @ 1.0g/t Au, 8m @ 2.42g/t Au EOH, 16m @ 1.36g/t Au and 8m @ 1.68g/t Au.

A total of 150 aircore holes were drilled for a combined total of over 7,500m. Full aircore results are tabulated below.

Table 1: Boundiali Project – Antoinette anomaly all aircore drillhole details and significant anomalous gold intercepts

Prospect Traverse Hole ID UTM E UTM N RL Azi Dip Significant intercepts From m EOH

Antoinette B2 BDAC 0001 813955 1098654 378 315 -60 NSA 60

Antoinette B2 BDAC 0002 813934 1098676 375 315 -60 4m @ 0.98g/t Au 32 64







Antoinette B11 BDAC 0009 813751 1098539 372 315 -60 7m @ 0.57g/t Au EOH 40 47




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Antoinette B3 BDAC 0021 and 4m @ 13.80g/t Au EOH 44























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Antoinette B1 BDAC0061 814154 1099024 374 315 -60 NSA










Antoinette B12 BDAC0071 813927 1098826 378 135 -60 4m @ 0.18g/t Au 0 4

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and 4m @ 0.71g/t Au 28 32

in 40m @ 0.34g/t Au 0 40





And 12m @ 2.11g/t Au 32 44





incl. 4m @ 6.73g/t Au 12 16


Antoinette B14 BDAC0082 813722 1098468 380 135 -60 9m @ 0.19g/t Au EOH 59 65





and 20m @ 2.48g/t Au 24 44

incl. 4m @ 6.43g/t Au 28 32

And 4m @ 2.14g/t Au 52 56


incl. 4m @ 11.52g/t Au 20 24

and 4m @ 1.78g/t Au 44 48

and 4m @ 0.58g/t Au 52 56






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Antoinette B4 BDAC0093 813294 1098199 369 135 -60 NSA 40































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within 60m @ 0.36g/t Au 0












And 4m @ 2.31g/t Au 36



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Subsequent to the end of the financial year, the Trench Zone received an initial RC drilling campaign of eight drillholes for 712m. Although this program was cut short due to rig mechanical issues, the program intersected significant zones of gold mineralisation in an altered sandstone and shale horizon (ASX announcement 12 July 2016 “Apollo Hits 14m @ 11.24g/t Au”).

Better Phase 1 RC intercepts included:

! 14m @ 11.24g/t Au from 12m (including 8m @ 18.35g/t Au from 17m) from a zone of oxidised quartz veining in BDRC006

! 11m @ 9.07g/t Au from 50m in part-oxidised quartz-veined sandstone and shale, and 35m @ 2.93g/t Au EOH from 65m (incl. 5m @ 9.84g/t Au from 65m) in fresh altered sandstone and shale in BDRC005

! 10m @ 3.37g/t Au from 13m in oxidised clays and quartz veinlets in BDRC007

! 8m @ 2.61g/t Au EOH from 115m in fresh altered, sulphidic and quartz-veined black shale in BDRC004

! 4m @ 5.69g/t Au from 14m in oxidised sedimentary rock with quartz veinlets in BDRC001

Alteration in the host sandstone unit consists of silica, carbonate and sericite, accompanied by fine silica veinlets and disseminated sulphides and is interpreted to be near-vertical. Alteration was logged over zones >50m downhole. Higher-grade gold mineralisation is related to zones of quartz veining, particularly around the margins and within black shale units. Shale horizons appear to be sub-vertical, but the orientation of veining is unknown.

The assay results confirmed that an expanded RC program is warranted at the Trench Zone discovery to provide systematic testing of the mineralised system at depth, and to scope the orientation of significant high-grade vein positions.

Table 2: Boundiali Project – Trench Zone RC drillhole details and significant anomalous gold intercepts Prospect Traverse Hole ID UTM E UTM N RL Azi Dip Significant intercepts From m EOH

Antoinette B15 BDRC001 813531 1098382 369 135 -60 4m @ 5.69g/t Au 14 100

and 1m @ 3.34g/t Au 38

and 1m @ 2.17g/t Au 46

and 3m @ 1.89g/t Au 58


and 6m @ 2.46g/t Au 102

Antoinette B3 BDRC003 813642 1098408 377 315 -60 11m @ 1.19g/t Au* 64 77

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and 2m @ 2.99g/t Au 58

and 1m @ 1.03g/t Au* 68

and 4m @ 1.77g/t Au* 77

and 2m @ 1.76g/t Au* 88

and 8m @ 2.61g/t Au EOH* 115


incl 1m @ 23.14g/t Au 58

and 35m @ 2.93g/t Au EOH* 65

incl 5m @ 9.84/t Au* 65


incl 8m @ 18.35g/t Au 17

and 8m @ 2.13g/t Au 51

and 6m @ 1.02g/t Au 63



Korhogo (Apollo 100%)

The 380km2 Korhogo permit lies on the southern extensions of the Tongon (>4Moz Au, Randgold Resources Ltd) to Banfora (3.2moz Au, Gryphon Minerals Ltd) greenstone belt, and on a regional NE trending structural corridor that links these deposits.

During the period infill soil sampling reinforced targets within the 20km long ‘Liberty’ gold anomaly (ASX announcement 19/8/15 “20km of Anomalism Confirmed at Korhogo”). Sampling progressed to a 200m x100m grid and has provided excellent confirmation of gold anomalism. Three higher-grade internal zones were defined:

Liberty 1 1.3km strike >40ppb Au, multiple >100ppb Au results, peak 280ppb Au

Liberty 2 4.4km strike & up to 800m wide at >40ppb Au, multiple >100ppb Au results, peak 603ppb Au

Liberty 3 3.3km strike & up to 700m wide at >40ppb Au, multiple >100ppb Au results, peak 245ppb Au

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Gold anomalism is developed in shallow laterite gravel and or clay-rich soil profiles with no identifiable bedrock exposure. Occasional boulders of multi-stage silicification and quartz veining are found on-trend. A series of silicified and sulphide altered chert outcrops were identified through soil cover in the area between Liberty 2 and Liberty 3. Rock chip samples in this area returned values ranging from 0.61 to 0.85g/t Au and the presence of sulphide alteration was considered encouraging. Very fine specks of native gold were observed in an exposure of oxidised iron-stained chert with quartz veining at this location.

Reconnaissance soil sampling was also completed over aeromagnetic targets in the western half of the permit.

The Liberty anomaly then received a reconnaissance style aircore drilling campaign, with traverses designed within higher-tenor portions of the Liberty gold anomaly. Twelve traverses were completed for a total of 72 drillholes with ‘Liberty 1, 2 & 3’ receiving two to three traverses each at 500m to 800m line-spacing.

Assay results indicate widespread low-moderate levels of bedrock gold anomalism, particularly at the Korhogo 2 & 3 anomalies. Peak composite results obtained were 4m @ 1.78g/t Au from 36m in KHAC0043 within an anomalous zone of 46m @ 0.38g/t Au from surface to end of hole (EOH), 16m @ 0.68g/t Au from 12m in KHAC0017, and 4m @ 1.04g/t Au from 16m in KHAC0023.

Deformed schists and anomalism in the 0.10-0.50g/t Au range intersected in the majority of Liberty drillholes, indicating the soil anomaly sits over a regional fluid conduit. This is supported by significant zones of carbonate and/or silica alteration and widespread quartz +/- sulphide veining.

Table 3: Korhogo aircore drillholes and significant anomalous gold intercepts Prospect Traverse Hole ID UTM E UTM N RL Azi Dip Significant intercepts From m EOH

K10 KHAC 0040 823936 1043171 378 75 -60 315 12m @ 0.16g/t Au 36 K10

K10 KHAC 0041 823900 1043211 380 57 -60 315 4m @ 0.35g/t Au 40 K10

K10 KHAC 0042 823866 1043245 377 68 -60 315 24m @ 0.22g/t Au 40 K10

K10 KHAC 0043 823834 1043278 380 46 -60 315 4m @ 1.78g/t Au 36 K10

within 46m @ 0.38g/t EOH surface

K10 KHAC 0044 823810 1043305 377 41 -60 315 20m @ 0.31g/t Au 8 K10

K10 KHAC 0045 823790 1043324 376 33 -60 315 4m @ 0.30g/t Au 20 K10

K10 KHAC 0046 823776 1043343 377 29 -60 315 NSA K10

K09 KHAC 0047 826026 1046739 383 44 -60 315 4m @ 0.44g/t Au surface K09

K09 KHAC 0048 826003 1046763 381 51 -60 315 16m @ 0.16g/t Au 20 K09

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K10 KHAC 0040 823936 1043171 378 75 -60 315 12m @ 0.16g/t Au 36 K10

K10 KHAC 0041 823900 1043211 380 57 -60 315 4m @ 0.35g/t Au 40 K10

K10 KHAC 0042 823866 1043245 377 68 -60 315 24m @ 0.22g/t Au 40 K10

K10 KHAC 0043 823834 1043278 380 46 -60 315 4m @ 1.78g/t Au 36 K10

within 46m @ 0.38g/t EOH surface

K10 KHAC 0044 823810 1043305 377 41 -60 315 20m @ 0.31g/t Au 8 K10

K10 KHAC 0045 823790 1043324 376 33 -60 315 4m @ 0.30g/t Au 20 K10

K10 KHAC 0046 823776 1043343 377 29 -60 315 NSA K10


K09 KHAC 0048 826003 1046763 381 51 -60 315 16m @ 0.16g/t Au 20 K09



K08 KHAC 0051 826411 1047487 383 57 -60 315 8m @ 0.23g/t Au 4 K08

and 5m @ 0.79g/t Au 52


and 8m @ 0.54g/t Au 20

K08 KHAC 0053 826344 1047562 379 70 -60 315 8m @ 0.18g/t Au 32 K08

K08 KHAC 0054 826315 1047599 374 53 -60 315 4m @ 0.86g/t Au 40 K08

K06 KHAC 0055 826909 1048410 386 66 -60 315 16m @ 0.24g/t Au 4 K06

and 16m @ 0.24g/t Au 36

and 4m @ 0.81g/t Au 60


K06 KHAC 0057 826832 1048497 389 49 -60 315 NSA K06

K06 KHAC 0058 826803 1048525 384 46 -60 315 NSA K06

K06 KHAC 0059 826790 1048549 379 57 -60 315 NSA K06

K04 KHAC 0060 827332 1049111 369 37 -60 315 4m @ 0.28g/t Au 20 K04

K04 KHAC 0061 827311 1049130 367 50 -60 315 4m @ 0.23g/t Au 20 K04

K04 KHAC 0062 827282 1049158 368 44 -60 315 NSA K04

K04 KHAC 0063 827258 1049186 366 54 -60 315 NSA K04

K04 KHAC 0064 827237 1049215 369 55 -60 315 NSA K04

K04 KHAC 0065 827205 1049240 370 75 -60 315 NSA K04

K02 KHAC 0066 827939 1049638 386 49 -60 315 NSA K02

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K02 KHAC 0067 827914 1049663 388 39 -60 315 NSA K02

K02 KHAC 0068 827892 1049688 387 36 -60 315 NSA K02

K02 KHAC 0069 827874 1049709 385 40 -60 315 NSA K02

K02 KHAC 0070 827852 1049729 388 42 -60 315 NSA K02

K02 KHAC 0071 827834 1049753 388 52 -60 315 4m @ 0.26g/t Au 8 K02


K25 KHAC 0001 816907 1035773 374 67 -60 315 8m @ 0.17g/t Au 28 K25

K25 KHAC 0002 816892 1035799 377 57 -60 315 8m @ 0.30g/t Au 40 K25

K25 KHAC 0003 816868 1035818 379 58 -60 315 2m @ 0.65g/t Au EOH 56 K25

K25 KHAC 0004 816849 1035836 381 48 -60 315 4m @ 0.14g/t Au 40 K25

K25 KHAC 0005 816834 1035854 381 53 -60 315 4m @ 0.52g/t Au 32 K25

K25 KHAC 0006 816820 1035871 383 56 -60 315 8m @ 0.23g/t Au 8 K25

K25 KHAC 0007 816786 1035906 381 54 -60 315 4m @ 0.19g/t Au 44 K25

K25 KHAC 0008 816761 1035936 386 54 -60 315 4m @ 0.13g/t Au 48 K25

K25 KHAC 0009 816726 1035964 390 51 -60 315 4m @ 0.30g/t Au 8 K25

K23 KHAC 0010 817315 1036497 390 53 -60 315 NSA K23

K23 KHAC 0011 817291 1036527 389 52 -60 315 4m @ 0.69g/t Au 32 K23

K23 KHAC 0012 817260 1036558 386 42 -60 315 4m @ 0.65g/t Au 12 K23

K23 KHAC 0013 817245 1036576 382 42 -60 315 4m @ 0.16g/t Au 32 K23

K23 KHAC 0014 817213 1036608 385 63 -60 315 8m @ 0.16g/t Au 20 K23

K23 KHAC 0015 817192 1036639 386 59 -60 315 8m @ 0.21g/t Au 44 K23

K18 KHAC 0016 819670 1038864 382 32 -60 315 NSA K18

K18 KHAC 0017 819651 1038882 380 44 -60 315 16m @ 0.68g/t Au 12 K18

K18 KHAC 0018 819634 1038899 378 37 -60 315 36m @ 0.25g/t Au 0 K18

K18 KHAC 0019 819612 1038917 380 21 -60 315 NSA K18

K18 KHAC 0020 819606 1038929 379 20 -60 315 NSA K18

K18 KHAC 0021 819592 1038940 376 30 -60 315 4m @ 0.23g/t Au 12 K18

K18 KHAC 0022 819576 1038958 377 51 -60 315 NSA K18

K19 KHAC 0023 819246 1038525 380 49 -60 315 4m @ 1.04g/t Au 16 K19

K19 KHAC 0024 819215 1038556 375 51 -60 315 NSA K19

K19 KHAC 0025 819196 1038580 380 53 -60 315 4m @ 0.97g/t Au 8 K19

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K19 KHAC 0026 819162 1038612 374 55 -60 315 NSA K19

K14 KHAC 0027 822962 1041878 391 72 -60 315 8m @ 0.22g/t Au 20 K14

K14 KHAC 0028 822922 1041918 390 70 -60 315 4m @ 0.19g/t Au 4 K14

K14 KHAC 0029 822888 1041961 394 78 -60 315 12m @ 0.18g/t Au 8 K14

K14 KHAC 0030 823005 1041843 391 60 -60 315 NSA K14

K12 KHAC 0031 823311 1042672 376 41 -60 315 8m @ 0.24g/t Au 48 K12

K12 KHAC 0032 823288 1042693 373 35 -60 315 24m @ 0.18g/t Au 4 K12

K12 KHAC 0033 823275 1042708 369 42 -60 315 4m @ 0.56g/t Au 24 K12

K12 KHAC 0034 823250 1042735 369 42 -60 315 NSA K12

K12 KHAC 0035 823228 1042756 371 43 -60 315 NSA K12

K12 KHAC 0036 823207 1042783 373 45 -60 315 NSA K12

K12 KHAC 0037 823181 1042807 371 48 -60 315 NSA K12

K12 KHAC 0038 823160 1042827 371 38 -60 315 4m @ 0.21g/t Au 16 K12

K12 KHAC 0039 823140 1042849 368 37 -60 315 NSA K12

Seguela (Apollo 80%, Newcrest Mining Ltd Option to Purchase)

The Company holds an 80% share of joint venture company ‘Mont Fouimba Resources SA’ (MFR) which in turn holds the Seguela permit. Seguela is located in central west Cote d’Ivoire, 250km NW from Newcrest’s Bonikro gold operations, and has been explored by Apollo over the previous five years. A number of soil and bedrock anomalies have been defined in that time, and it was recognised that a significant exploration budget was required to fully evaluate the area.

During the period the Company announced the signing of an Option to Purchase Agreement (‘Option’) with a subsidiary of the global gold producer Newcrest Mining Limited (ASX:NCM ‘Newcrest’) over the permit. During the Option period Newcrest will fund all exploration on the property, utilising its technical and financial resources as an established Ivoirian gold miner and led by a well-credentialed West African discovery team. Key terms are:

• MFR (80% Apollo) has granted Newcrest an exclusive and non-transferable Option to acquire the permit and all exploration information. MFR’s 20% shareholder has agreed to the terms of the Option. The existing Partnership Agreement is suspended for the duration of the Option.

• Option period shall run for up to two years with fees up to US$1.5M payable to MFR in tranches. An initial tranche of US$375,000 was paid at signing, and a second tranche of US$375,000 was received on renewal of permit term (July 2016).

• Newcrest to manage exploration during the Option period at its sole discretion, funding exploration expenditure sufficient to maintain the permit in good standing

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• If Newcrest does not exercise the Option it will have no further rights or interest in the permit

• If Newcrest exercises the Option it will make various progress payments totalling US$3.5M, with final payment completing on transfer of full and unencumbered title to the permit to Newcrest

• On transfer of title Newcrest will execute royalty deeds with MFR’s shareholders to grant a combined 1.5% NSR over the permit, with Apollo’s share being 1.2%. Newcrest will retain rights to repurchase the royalties at fair market value on a decision to mine being made

The Option provided Apollo with funding through option fees that it then applied to its exploration at its 100% owned Boundiali and Korhogo permits.

Newcrest’s Seguela exploration program commenced March 2016 and is expected to continue through the remainder of 2016. A renewal of permit term was granted on 11th July 2016.

Rebecca Gold Project WA (Apollo 100%)

The Rebecca Project comprises 130km2 of tenure located approximately 145km east of Kalgoorlie, covering a greenstone belt on the eastern margin of the Norsemen Wiluna Greenstone Belt. The belt lies at the southern end of the Laverton Tectonic Zone, a regionally important structural corridor that hosts multiple gold camps.

The project contains three advance gold prospects – Duke, Redskin and Bombora where gold mineralisation is hosted by broad zones of disseminated sulphides in gneiss. The boundaries of each system are only partially defined and the Company sees good potential for locating high-grade plunging positions internal to the zones.

Apollo’s drilling at Bombora during 2012 demonstrated the high-grade potential of this style, returning some exceptional results including 42m @ 7.74g/t and 22m @ 2.80g/t Au. Bombora extends over 600m of strike, and remains open at the limits of drilling.

RC Drilling

During September 2015 six RC holes were drilled for 453m at two target areas, Bombora, and Redskin NW.

Two holes were completed at Redskin NW to test a strong IP anomaly in the under-tested northwest portion of this prospect. Both drillholes intersected wide zones of disseminated sulphides in foliated granite.

Drillhole RCLR0182 intersected 23m @ 1.51g/t Au below a historical intercept of 8m @ 2.18g/t Au, defining a zone of consistent mineralisation dipping 40-50 degrees to the west. The results are close to true width and suggest the lode may be widening at depth at this location. F

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Reconnaissance drillhole RCLR0181 located 250m along strike intersected a wide zone of disseminated sulphides containing 37m @ 0.43g/t gold anomalism. The anomalous zone includes several >1g/t Au results up to 1m @ 2.21g/t Au.

A strong IP chargeability response lies along the western margin of the prospect and sparse previous RC drilling in this area indicates potential for a continuous zone of west-dipping gold mineralisation extending for at least 1km strike. Historical drill holes intersecting this surface have delivered results including 14m @ 1.21g/t Au, 12m @ 1.24g/t Au and 3m @ 10.84g/t Au.

Importantly the IP data has highlighted a number of other conductivity anomalies that are under-tested by existing drilling, or trend beyond the limit of the geophysical survey. These targets warrant RC testing.

At the Bombora prospect RC holes were designed to test an interpreted south-plunging shoot around the RCLR161 intercept of 42m @ 7.75g/t Au.

A single hole (RCLR0178) was completed to target depth, intersecting a strong zone of disseminated sulphide mineralisation assaying 21m @ 1.55g/t Au. Gold grades in the intercept range between 0.42g/t Au and 4.23g/t Au. The RCLR0178 intercept corresponds well to an up-dip position continuation of mineralisation in previous hole RCLR0169 on the same section, which returned intercepts of 1m @ 15.69g/t Au and 4m @ 4.76g/t Au and broad gold anomalism

Three additional holes (RCLR0179, RCLR0180 and RCLR0183) collared at this location were abandoned at shallow depths due to drilling conditions. RCLR0183 intersected a broad zone of gold anomalism including 7m @ 1.46g/t Au above its planned target depth.

The drilling campaign at Rebecca again highlighted the potential for significant zones of mineralisation at the project. The Company is encouraged by the relationship between IP signatures and gold mineralisation and sees many untested and partly-tested conductivity anomalies in the project area.

Additional RC drilling was planned subsequent to the end of the period.

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Table 4 Rebecca RC drillholes and significant intercepts (at 0.50g/t Au cut-off). Hole Prospect AMG N AMG E Dip Azi EOH

Depth Intercept From Comment

RCLR0178 Bombora 6641335 486760 -60 90 88 21m @ 1.55g/t Au 315 43 Completed

RCLR0179 Bombora 6641309 486739 -60 90 48 no significant assays Abandoned

RCLR0180 Bombora 6641235 486680 -60 90 62 5m @ 0.59g/t Au 35 Abandoned

and 1m @ 0.73 58

RCLR0181 Redskin 6637784 484408 -60 70 97 2m @ 1.0g/t Au 55 Completed

and 1m @ 1.13g/t Au 75

and 1m @ 2.21g/t Au 79

within anomalous 37m @ 0.43g/t Au

43

RCLR0182 Redskin 6637536 484455 -60 70 100 23m @ 1.51g/t Au 67 Completed

RCLR0183 Bombora 6641313 486741 -70 90 58 7m @ 1.46g/t Au 40 Abandoned

and 2m @ 1.37g/t Au 55

within anomalous 22m @ 0.73g/t Au

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Yindi Gold Project (Apollo 100%)

Yindi is located due west of the Rebecca project and was selected as a regional gold target as it lies on the east side of the Keith-Kilkenny structural corridor (that hosts Saracen Minerals’ >1Moz Carosue Dam gold deposits), and close to the Mulgabbie Shear. Several later-stage north-trending secondary faults transect the area.

Historical RAB drilling at several locations to test gold-in-soil anomalism report a best drilling result of 11m @ 2.15g/t Au at the Airport prospect. Subsequent drilling here showed restricted size potential at this prospect, however at least 6km of geological strike and other structural targets remain untested to the north below deep soil cover.

The Company notes early exploration success by Breaker Resources Ltd (ASX-BRB) at its Lake Rowe project located 40km to the south in a similar structural setting. Apollo considers Yindi to have good potential for new ‘blind’ gold discovery.

The Company has received environmental approvals for an aircore drilling program to test buried structural targets on the tenement. It is expected that drilling will be carried out Q3 2016.

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Larkin Gold Project (Apollo 100%)

The Company received grant of a new 132km2 exploration licence in a promising structural setting along the western margin of the Laverton Tectonic Zone, in an area approximately midway between the Rebecca project and Mount Morgans.

The primary target on the licence is an untested soil-covered structural corridor extending over at least 6km. Preliminary compilation of past drilling at the northern end of this target has identified anomalous results to 12m @ 0.71g/t Au.

Field assessment will be carried out to assess the effectiveness of past surface geochemistry and validate geochemical drilling targets.

Louisa Nickel-Copper-PGE Sulphide Project (Apollo 100%)

During the year the Company also received grant of this 218km2 nickel-copper project in the Kimberley.

The project is situated in the King Leopold mobile belt of the southern Kimberley region of WA, in a geological setting broadly similar to the emerging Fraser Range belt. Nickel-copper sulphide mineralisation has been defined in a number of intrusions in the eastern Kimberley, including at the Savannah mine (Panoramic Resources Ltd). Corporate On 2 June 2015, the Company announced a capital raising to raise funding for inaugural drilling campaigns planned for the extensive new gold anomalies at Korhogo and Boundiali. The capital raising comprises a placement of 8 million shares (and 4 million free attaching 5c options) to an Australian sophisticated investor raising $200,000 before costs (“Placement A”), together with a partially underwritten 1:2 entitlements issue on the same terms (“Rights Issue”). Placement A was completed on 2 June 2015, and the Rights Issue closed on 15 July 2015 raising a further $381,522 before costs from acceptances. The Rights Issue shortfall allotment was finalised on 13 August 2015 raising a further $513,833 before costs bringing the total funds raised under the Rights Issue to $895,355 before costs. On 26 April 2016, the Company announced a capital raising to sophisticated and professional investors through the issue of 30 million ordinary shares at 7c per share to raise up to $2.1 million before costs (“Placement B”). Placement B was heavily oversubscribed and was issued in two tranches; Tranche 1 of 13 million shares was completed on 3 May 2016 with Tranche 2 of 17 million shares completed on 10 June 2016 following shareholder approval.

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Changes in State of Affairs

There have been no changes in the state of affairs of the Consolidated Entity during the financial year.

Subsequent events

The following option exercises have taken place subsequent to the end of the financial year: • 5 July 2016: 5,394,237 5c options expiring 30 June 2016; • 5 July 2016: 1,500,000 7.5c options expiring 30 June 2016; • 5 July 2016: 99,792 5c options expiring 30 June 2017; • 7 September 2016: 164,365 5c options expiring 30 June 2017

Other than as noted above, there has not been any matter or circumstance occurring subsequent to the end of the financial year that has significantly affected, or may significantly affect, the operations of the Consolidated Entity, the results of those operations, or the state of affairs of the Consolidated Entity in future financial years.

Future developments

Disclosure of information regarding likely developments in the operations of the Consolidated Entity in future financial years and the expected results of those operations is likely to result in unreasonable prejudice to the Consolidated Entity. Accordingly, this information has not been disclosed in this report.

Dividends

The Directors resolved that no dividend be paid for the year (2015: nil).

Shares under option or issued on exercise of options Details of unissued shares or interests under option as at the date of this report are:

Issuing entity

Number of shares under

option Class of

shares

Exercise price of

option Expiry date

of options Apollo Consolidated Limited 15,000,000 Ordinary $0.20 31/12/2016 Apollo Consolidated Limited 10,500,000 Ordinary $0.05 31/12/2018 Apollo Consolidated Limited 19,445,650 Ordinary $0.05 30/06/2017 The holders of these options do not have the right, by virtue of the option, to participate in any share issue or interest issue of the Company or of any other body corporate or registered scheme. F

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17,907,128 new options were granted during the year as part of an entitlements issue (2015: 4,000,000 new options). 972,509 new fully paid ordinary shares were issued upon the exercise of options during the year, with a further 8,714,465 issued subsequent to the end of the financial year (2015: Nil).

The Company also has on issue at the date of this report 7,500,000 Performance Shares that may be converted to fully paid ordinary shares on the completion of certain milestones.

Indemnification of Officers and Auditors

During the financial year, the Company paid a premium in respect of a contract insuring all the directors and officers of the Consolidated Entity against liabilities incurred in their capacities as directors and officers to the extent permitted by the Corporations Act 2001.

Disclosure of the nature of the liabilities covered and the amount of the premium is prohibited by a confidentiality clause in the contract of insurance.

The Company has not otherwise, during or since the financial year, except to the extent permitted by law, indemnified or agreed to indemnify an officer or an auditor of the Company or of any related body corporate against a liability incurred as such officer or auditor.

Directors’ Meetings

The following table sets out the number of directors’ meetings (including meetings of committees of directors but excluding circular resolutions) held during the financial year and the number of meetings attended by each director (while they were a director or committee member). During the financial year, seven board meetings, no nomination and remuneration committee meetings and two audit committee meetings were held. Remuneration committee matters were covered as necessary in Board meetings.

Board of Directors

Nomination and Remuneration

Committee Audit Committee Directors Eligible

to attend Attended Eligible

to attend Attended Eligible

to attend Attended Roger Steinepreis 7 7 - - 2 2 Nick Castleden 7 7 - - - - George Ventouras 7 7 - - - - Stephen West 7 4 - - 2 1 Robert Gherghetta 7 6 - - 2 1

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Non-Audit Services

Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in the notes to the financial statements.

The Directors are satisfied that the provision of non-audit services, during the year, by the auditor (or by another person or firm on the auditor’s behalf) is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.

The Directors are of the opinion that the services as disclosed in note 24 to the financial statements do not compromise the external auditor’s independence, based on advice received from the Audit Committee, for the following reasons:

• None of the services undermine the general principals relating to auditor independence as set out in Code of Conduct APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional & Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards.

Auditor’s Independence Declaration

The auditor’s independence declaration is included on page 34 of the financial statements.

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Remuneration Report (Audited) This remuneration report, which forms part of the directors’ report, sets out information about the remuneration of Apollo Consolidated Limited’s key management personnel for the financial year ended 30 June 2016. The term ‘key management personnel’ refers to those persons having authority and responsibility for planning, directing and controlling the activities of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the consolidated entity. The prescribed details for each person covered by this report are detailed under the following headings:

• Key management personnel • Remuneration policy • Relationship between the remuneration policy and company performance • Remuneration of key management personnel • Key terms of employment contracts

Key management personnel

The directors and other key management personnel of the consolidated entity during or since the end of the financial year were:

• Mr. R Steinepreis (Chairman, Non-executive director) • Mr. N Castleden (Executive director) • Mr. G Ventouras (Non-executive director) • Mr. S West (Non-executive director,) • Mr. R Gherghetta (Non-executive director) • Mr. A Neuling (Joint Company Secretary) • Mrs. N Madden (Joint Company Secretary) – appointed 16 October 2015

Except as noted, the named persons held their current position for the whole of the financial year and since the end of the financial year.

Remuneration Policy for Directors and Executives

The Board in its capacity as the Remuneration Committee reviews the remuneration packages of the directors and key management personnel of the Company and makes recommendations to the Board. Remuneration packages are reviewed and determined with due regard to the duties, responsibilities and performance of each director and senior executive, and current market rates.

Remuneration and other terms of employment are reviewed periodically based on each director’s or senior executive’s performance and achievements over the review period.

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Non-executive Directors

Fees paid to non-executive directors are set to reflect the demands made on the directors and their individual responsibilities. The level of fees was reviewed by the Board in May 2005 against market data and with reference to the maximum amount approved under s 6.5 (a) of the Company’s Constitution. The maximum annual non-executive directors’ fees payable in aggregate is $200,000.

No additional fees are currently paid to members of any of the Board’s committees.

Executive and non-executive directors may receive share options under the Employee Share Option Plan or by shareholder resolution.

Retirement Benefits

The Company does not have a retirement benefit scheme for non-executive directors.

Key management personnel and other employees are given the option to choose their own superannuation fund for employer contributions.

Base Pay

Base pay is calculated on the basis of a total employment cost package which may be provided as a mix of cash and prescribed non-cash benefits at the executive’s discretion. Base pay is reviewed periodically to ensure the executive’s pay is competitive with the market. An executive’s pay is also reviewed on promotion. There are no guaranteed base pay increases in any senior executive’s contracts.

Short-Term Incentives

The Board may occasionally offer separate short-term incentives to key management personnel to ensure that key employees remain outcome-oriented. Incentives are set based on defined performance targets, usually on a project-based scenario. Using such targets ensures bonuses are only paid when value has been created for shareholders and when results are consistent with the strategic plans of the business. No such short-term incentives have been offered in the current financial year.

Long-Term Incentives

The Company provides long-term incentives to directors, executives and employees in the form of share options in the Company. These incentives are designed to align the interests of shareholders, directors, executives and employees. Issues can be made by shareholder resolution or under an Employee Share Option Plan (ESOP). Under an ESOP, executives and other staff may be invited by the Board to subscribe for share options in the Company. Once approved by the Board, the options are issued in the name of the participants but are subject to a restriction on exercise for periods of up to three years (from date of issue) reflecting the period of service to be provided to the Company. F

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Relationship between the remuneration policy and Company performance

The table below sets out summary information about the Consolidated Entity’s earnings and movements in shareholder wealth for the five years to 30 June 2016.

2016 2015 2014 2013 2012 $ $ $ $ $ Revenue & other income (including discontinued operations)

244,724

21,390

41,223

73,209

64,251

Profit / (loss)

(118,762) (334,447) (759,192) (950,104) (2,602,311) Share price at start of year $0.03 $0.03 $0.03 $0.11 $0.006 Share price at end of year $0.08 $0.03 $0.03 $0.03 $0.11 Dividends - - - - - Basic earnings/ (loss) per share (cents)

(0.11) (0.5) (1.3) (2.2) (9.2)

Fully diluted earnings / (loss) per share (cents)

(0.11) (0.5) (1.3) (2.2) (9.2)

Given the nature and early stage of its former and current businesses, the Company has historically not judged performance by financial measures but in relation to strategic objectives. It is likely that remuneration in the near future will also not be linked to standard financial measures of performance.

Elements of Director and Executive Remuneration

Remuneration packages contain the following key elements:

(a) Primary benefits – salary, fees and bonuses;

(b) Post-employment benefits – including superannuation;

(c) Equity – share options granted under an ESOP or by shareholder resolution; and

(d) Other benefits.

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Remuneration of key management personnel

Short-term employee benefits

Post-employ-

ment benefits

Other long-term employee

benefits

Share-based

payment

Total

Salary &

fees Bonus Non-

monetary Other Super-

annuation Options & rights

Perfor-mance related

2016 $ $ $ $ $ $ $ $ % Executive directors Mr. N Castleden 134,418 - - - 2,082 - - 136,500 - Non-executive directors

Mr. R Steinepreis 24,000 - - - - - - 24,000 - Mr. G Ventouras 24,000 - - - - - - 24,000 - Mr. S West 24,000 - - - - - - 24,000 - Mr. R Gherghetta 24,000 - - - - - - 24,000 - Other Mr. A Neuling 33,987 - - - - - - 33,987 - Mrs. N Madden 21,321 - - - - - - 21,321

Total 285,726 - - - 2,082 - - 287,808

2015 Executive directors

Mr. N Castleden 121,918 - - - 2,032 - - 124,000 - Non-executive directors

Mr. R Steinepreis 24,000 - - - - - - 24,000 - Mr. G Ventouras 24,000 - - - - - - 24,000 - Mr. S West 24,000 - - - - - - 24,000 - Mr. R Gherghetta 24,000 - - - - - - 24,000 - Other Mr. A Neuling 40,258 - - - - - - 40,258 - Total 258,176 - - - 2,032 - - 260,258

Amounts shown as remuneration for Mr. Neuling and Mrs. Madden are fees paid to Erasmus Consulting Pty Ltd (Erasmus), a Company controlled by Mr. Neuling which provides Company Secretarial, Accounting and Financial services to the Company. The amounts include payment for services provided by Mr. Neuling, Mrs. Madden and other members of staff employed or retained by Erasmus.

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Share-based payments granted as compensation for the current financial year

Options are issued to officers of the Company as a performance linked incentive component in the officers’ remuneration packages to motivate and reward the parties in their respective roles.

Each share option issued converts to one ordinary share of Apollo Consolidated Limited on exercise. No amounts are paid or payable by the recipient of the option on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry.

Terms and conditions of share-based payment arrangements affecting remuneration of key management personnel in the current financial year or further financial years:

Option Series Grant date Number issued

Fair value at grant

date Exercise

price Expiry date

Vesting date

Incentive options 29/11/13 10,500,000 $0.0249 $0.05 31/12/18 At grant date Director Options 1 20/01/12 12,000,000 $0.1022 $0.20 31/12/16 At grant date Director Options 2 02/03/12 3,000,000 $0.1587 $0.20 31/12/16 At grant date

There have been no share-based payments granted as compensation to key management personnel during the current financial year.

During the year, no key management personnel exercised options that were granted to them as part of their compensation.

Service Agreements

Remuneration and other terms of employment for the current directors are not yet formalised in services agreements. Remuneration for Company Secretarial services are set out in a contract with Erasmus Consulting Pty Ltd which is based on a minimum monthly retainer of $2,250 (excluding GST) and an hourly rate for additional work performed outside the scope of the retainer. The contract has a 3-month notice period.

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Key management personnel equity holdings

Fully paid ordinary shares of Apollo Consolidated Limited

Balance at

1 July

Granted as compen-

sation

Received on exercise of options 1

Net other change 2

Balance at 30 June

Balance held

nominally No. No. No. No. No. No.

2016 N. Castleden 1,083,336 - - 941,668 2,025,004 1,520,837 R. Steinepreis 3,589,970 - - 4,754,991 8,344,961 - G. Ventouras 583,335 - - - 583,335 - R. Gherghetta 5,311,309 - - 500,000 5,811,309 5,811,309 S. West 3,735,639 - - - 3,735,639 253,175 A. Neuling 199,588 - - 1,358,809 1,558,397 209,379 N. Madden 9,854 - - - 9,854 -

Notes:

1. Key management personnel exercised options with an expiry of 30 June 2016 (see table on page 32). The option exercise was not processed until 7 July 2016 and the subsequent issue of shares is therefore not reflected in the table above.

2. Shares issued as part of the July 2015 rights issue on the same terms and conditions as all other shareholder.

Performance Shares of Apollo Consolidated Limited

Balance at

1 July

Granted as compensati

on

Received on exercise of options

Net other change

Balance at 30 June

Balance held

nominally No. No. No. No. No. No.

2016 R. Gherghetta 2,269,986 - - - 2,269,986 2,269,986 S. West 2,227,982 - - - 2,227,982 196,908

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Share options of Apollo Consolidated Limited

Balance at 1 July

Granted as

compen-sation

Exercised 3

Net other change 4

Balance at 30 June

Balance vested at 30 June

Options vested during

the year No. No. No. No. No. No. No.

2016 N. Castleden 11,108,335 - (87,501) 450,001 11,470,835 11,470,835 470,835 R. Steinepreis 8,549,880 - (549,880) 2,377,496 10,377,496 10,377,496 2,377,496 G. Ventouras 1,041,667 - (41,667) - 1,000,000 1,000,000 - R. Gherghetta 3,031,132 - (531,132) 250,000 2,750,000 2,750,000 250,000 S. West 2,500,000 - - - 2,500,000 2,500,000 - A. Neuling 269,960 - (19,960) 679,406 929,406 929,406 679,406 N. Madden 250,000 - - - 250,000 - -

All options vested at 30 June 2016 are exercisable.

Notes:

3. KMP exercised options with an expiry date of 30 June 2016; the corresponding share issue is not reflected in the shareholding table above as the shares were not issued until 7 July 2016.

4. Options issued as part of a rights issue on the same terms and conditions as offered to all eligible shareholders

Other transactions with key management personnel of the Group

During the financial year, the Group recognized within Consulting expenses, legal costs of $32,069 (2015: $9,437) for services provided by a company related to Mr. R Steinepreis. The fees were paid on normal commercial terms.

Total liabilities arising from transactions other than compensation with key management personnel or their related parties: 30/06/16 30/06/15 $ $ Current Trade and other payables 2,239 69,689 2,239 69,689

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The directors’ report is signed in accordance with a resolution of directors made pursuant to s.298(2) of the Corporations Act 2001.

On behalf of the directors Roger Steinepreis Director Perth, 28 September 2016 The information in this Directors’ Report that relates to Exploration Results, Mineral Resources or Ore Reserves, as those terms are defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’, is based on information compiled by Mr. Nick Castleden, who is a director of the Company and a Member of the Australian Institute of Geoscientists. Mr. Nick Castleden has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserve’. Mr. Nick Castleden consents to the inclusion in this Directors’ Report of the matters based on his information in the form and context in which it appears.

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Liability limited by a scheme approved under Professional Standards Legislation.

Member of Deloitte Touche Tohmatsu Limited

34

Dear Board Members

Auditor’s Independence Declaration to Apollo Consolidated Limited

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following

declaration of independence to the directors of Apollo Consolidated Limited.

As lead audit partner for the audit of the financial statements of Apollo Consolidated Limited for the

financial year ended 30 June 2016, I declare that to the best of my knowledge and belief, there have

been no contraventions of:

(i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit;

and

(ii) any applicable code of professional conduct in relation to the audit.

Yours sincerely DELOITTE TOUCHE TOHMATSU John Sibenaler Partner Chartered Accountants

Deloitte Touche Tohmatsu

ABN 74 490 121 060

Tower 2

Brookfield Place

123 St Georges Terrace

Perth WA 6000

GPO Box A46

Perth WA 6837 Australia

Tel: +61 8 9365 7000

Fax: +61 8 9365 7001

www.deloitte.com.au

The Board of Directors

Apollo Consolidated Limited

Unit 24, 589 Stirling Highway

Cottesloe WA 6011

28 September 2016

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Liability limited by a scheme approved under Professional Standards Legislation.

Member of Deloitte Touche Tohmatsu Limited

35

Report on the Financial Report We have audited the accompanying financial report of Apollo Consolidated Limited, which comprises the consolidated statement of financial position as at 30 June 2016, the consolidated statement of profit or loss, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of cash flows and the consolidated statement of changes in equity for the year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity, comprising the company and the entities it controlled at the year’s end or from time to time during the financial year as set out on pages 37 to 81. Directors’ Responsibility for the Financial Report The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 2, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards. Auditor’s Responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control, relevant to the company’s preparation of the financial report that gives a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Auditor’s Independence Declaration In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Apollo Consolidated Limited, would be in the same terms if given to the directors as at the time of this auditor’s report.

Deloitte Touche Tohmatsu ABN 74 490 121 060 Tower 2 Brookfield Place 123 St Georges Terrace Perth WA 6000 GPO Box A46 Perth WA 6837 Australia Tel: +61 8 9365 7000 Fax: +61 8 9365 7001 www.deloitte.com.au

Independent Auditor’s Report to the members of Apollo Consolidated Limited

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Opinion In our opinion: (a) the financial report of Apollo Consolidated Limited is in accordance with the Corporations Act

2001, including:

(i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2016 and of its performance for the year ended on that date; and

(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and

(b) the consolidated financial statements also comply with International Financial Reporting

Standards as disclosed in Note 2.

Report on the Remuneration Report We have audited the Remuneration Report included in pages 26 to 33 of the directors’ report for the year ended 30 June 2016. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Opinion In our opinion the Remuneration Report of Apollo Consolidated Limited for the year ended 30 June 2016, complies with section 300A of the Corporations Act 2001. DELOITTE TOUCHE TOHMATSU John Sibenaler Partner Chartered Accountants Perth, 28 September 2016

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Directors’ Declaration

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The directors declare that:

(a) in the directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable;

(b) in the directors’ opinion, the attached financial statements are in compliance with International Financial Reporting Standards as stated in note 2 to the financial statements;

(c) in the directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the Consolidated Entity; and

(d) the directors have been given the declarations required by s.295A of the Corporations Act 2001. Signed in accordance with a resolution of the directors made pursuant to s.295(5) of the Corporations Act 2001. On behalf of the directors Roger Steinepreis Director Perth, 28 September 2016

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Consolidated statement of profit or loss For the year ended 30 June 2016

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Year ended

30/06/16 Year ended

30/06/15 Note $ $

Revenue (6) 224,777 - Other income (6) 19,947 21,390 Employee benefit expense (6) (27,833) (24,000) Depreciation and amortisation - (1,688) Other gains and losses (6) 7,147 43,654 Consulting expense (115,067) (168,581) Compliance & administrative expense (163,297) (111,647) Stakeholder relations (10,289) (13,700) Occupancy expense (35,406) (36,357) Travel and transport (13,680) (6,395) Project evaluation (6,955) (382) Exploration permit applications - (25,932) Other expenses (4,988) (3,947) Loss before income tax (125,644) (327,585) Income tax benefit / (expense) (5) 6,862 (6,862) Loss for the year from operations (118,782) (334,447) Net loss for the year (118,782) (334,447) Attributable to:

Owners of the Company (163,809) (334,711) Non-controlling interests 45,027 264

(118,782) (334,447) Earnings / (loss) per share Basic and diluted loss per share (cents per share) (7) (0.11) (0.5)

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Consolidated statement of profit or loss and other comprehensive income For the year ended 30 June 2016

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Year ended

30/06/16 Year ended

30/06/15 Note $ $

Loss for the year (118,782) (334,447) Other comprehensive income Items that will not be subsequently reclassified to profit or loss - - Items that may be subsequently reclassified to profit or loss: Exchange differences on translating foreign operations (7,741) (567) (7,741) ( (567) Other comprehensive income (7,741) ( (567) Total comprehensive income for the year (126,523) (335,014) Attributable to:

Owners of the Company (171,550) ( (335,278) Non-controlling interests 45,027 264

(126,523) (335,014)

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Consolidated statement of financial position As at 30 June 2016

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Note 30 June

2016 30 June

2015 $ $

Assets Current assets Cash and bank balances 3,202,189 981,124 Trade and other receivables (8) 19,640 29,132 Other current assets (9) 79,086 28,001 Total current assets 3,300,915 1,038,257 Non-current assets Capitalised exploration and evaluation expenditure (11) 5,309,543 4,364,313 Total non-current assets 5,309,543 4,364,313 Total assets 8,610,458 5,402,570

Liabilities

Current liabilities Trade and other payables (12) 174,627 144,438 Current provisions 1,925 - Other current liabilities (13) 433,402 Total current liabilities 609,954 144,438

Non-current liabilities Deferred tax liabilities (5) 468,856 468,856 Total non-current liabilities 468,856 468,856 Total liabilities 1,078,810 613,294 Net assets 7,531,648 4,789,276

Equity Issued capital (14) 42,401,617 39,703,962 Reserves (15) 4,461,860 4,298,361 Accumulated losses (16) (39,367,673) (39,203,864) Total equity attributable to owners of the Company 7,495,804 4,798,459 Non-controlling interests 35,844 (9,183) Total equity 7,531,648 4,789,276

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Consolidated statement of changes in equity For the year ended 30 June 2016

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Issued Capital

$

Share Based

Payment Reserve

$

Option Reserve

$

Foreign Currency

Translation Reserve

$

Accumulated Losses

$

Attributable to owners of

the parent $

Non-

controlling interests

$ Total

$ Balance at 1 July 2014 39,565,743 4,176,976 127,260 (45,838) (38,869,153) 4,954,988 (9,447) 4,945,541 Loss for the year - - - - (334,711) (334,711) 264 (334,447) Other comprehensive income - - - (567) - (567) - (567) Total comprehensive income for the year - - - (567) (334,711) (335,278) 264 (335,014) Placement 159,470 - 40,530 - - 200,000 - 200,000 Share issue of costs (21,251) - - - - (21,251) - (21,251) Balance at 30 June 2015 39,703,962 4,176,976 167,790 (46,405) (39,203,864) 4,798,459 (9,183) 4,789,276 Loss for the year - - - - (163,809) (163,809) 45,027 (118,782) Other comprehensive income - - - (7,741) - (7,741) - (7,741) Total comprehensive income for the year - - - (7,741) (163,809) (171,550) 45,027 (126,523) Rights issue 724,596 - 171,240 - - 895,836 - 895,836 Placement 2,100,000 - - - - 2,100,000 - 2,100,000 Options exercised 48,625 - - - - 48,625 - 48,625 Share issue of costs (175,566) - - - - (175,566) - (175,566) Balance at 30 June 2016 42,401,617 4,176,976 339,030 (54,146) (39,367,673) 7,495,804 35,844 7,531,648

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Consolidated statement of cash flows For the year ended 30 June 2016

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Note

Year ended 30/06/16

Year ended 30/06/15

Note $ $ Cash flows from operating activities Payments to suppliers and employees (302,169) (367,998) Income tax refunded/(paid) 6,862 (6,862) Net cash outflow from operating activities (20) (295,307) (374,860) Cash flows from investing activities Payments for exploration and evaluation expenditure (1,005,412) (389,433) Option exclusivity fee 540,687 - Interest received 19,947 21,390 Net cash outflow from investing activities (444,778) (368,043) Cash flows from financing activities Proceeds from issues of shares and options 3,161,953 200,000 Less costs of issue (186,564) (11,252) Net cash inflow from financing activities 2,975,389 188,748 Net increase/(decrease) in cash and cash equivalents 2,235,304 (554,155) Cash and cash equivalents at the beginning of the year 981,124 1,493,329 Effects of exchange rate changes on the balance of cash held in foreign currencies (14,239) 41,950 Cash and cash equivalents at the end of the year 3,202,189 981,124

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Notes to the consolidated financial statements For the year ended 30 June 2016

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Apollo Consolidated Limited (the Company) is a listed public company incorporated in Australia. The addresses of its registered office and principal place of business are disclosed in the introduction to the annual report. The principal activities of the Company and its subsidiaries (the Group) are described in note 4. 1. Application of new and revised Accounting Standards 1.1. Amendments to AASBs that are mandatorily effective for the current year In the current year, the Group has applied one amendment to AASBs issued by the Australian Accounting Standards Board (AASB) that is mandatorily effective for an accounting period that begins on or after 1 July 2015, and therefore relevant for the current year end Standards affecting presentation and disclosure AASB 2015-3 ‘Amendments to Australian Accounting Standards arising from the Withdrawal of AASB 1031 Materiality’

This amendment completes the withdrawal of references to AASB 1031 in all Australian Accounting Standards and Interpretations, allowing that Standard to effectively be withdrawn.

The application of this amendment does not have any material impact on the disclosures or the amounts recognised in the Group’s consolidated financial statements. Standards and Interpretations in issue not yet adopted At the date of authorisation of the financial statements, the Standards and Interpretations listed below were in issue but not yet effective.

Standard/Interpretation

Effective for annual reporting

periods beginning on or after

Expected to be initially applied in the financial year

ending AASB 9 ‘Financial Instruments’ and the relevant amending standards

1 January 2018 30 June 2019

AASB 15 ‘Revenue from Contracts with Customers’, AASB 2014-5 ‘Amendments to Australian Accounting Standards arising from AASB 15’, AASB 2015-8 ‘Amendments to Australian Accounting Standards – Effective date of AASB 15’


AASB 16 ‘Leases’ 1 January 2019 30 June 2020

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ending AASB 2014-3 ‘Amendments to Australian Accounting Standards – Accounting for Acquisitions of Interests in Joint Operations’


AASB 2014-4 ‘Amendments to Australian Accounting Standards – Clarification of Acceptable Methods of Depreciation and Amortisation’


AASB 2015-1 ‘Amendments to Australian Accounting Standards – Annual Improvements to Australian Accounting Standards 2012-2014 Cycle’


AASB 2015-2 ‘Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments to AASB 101’


AASB 2016-1 ‘Amendments to Australian Accounting Standards – Recognition of Deferred Tax Assets for Unrealised Losses’


AASB 2016-2 ‘Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments to AASB 107’


At the date of authorisation of the financial statements, the following IASB Standards or IFRIC Interpretations (for which Australian equivalent Standards and Interpretations have not yet been issued) were in issue but not yet effective. The impact of these recently issued or amended Standards and Interpretations has not been assessed by the Group.





ending Clarifications to IFRS 15 ‘Revenue from Contracts with Customers’


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2. Summary of Accounting Policies Statement of Compliance The financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations, and comply with other requirements of the law. The financial statements comprise the consolidated financial statements of the Group. For the purposes of preparing the consolidated financial statements, the Company is a for-profit entity. Accounting Standards include Australian Accounting Standards. Compliance with Australian Accounting Standards ensures that the financial statements and notes of the Company and Consolidated Entity comply with International Financial Reporting Standards (‘IFRS’). The financial statements were authorised for issue by the directors on 28 September 2016. Basis of Preparation The consolidated financial report has been prepared on the basis of historical cost. Historical cost is generally based on the fair values of the consideration given in exchange for goods and services. All amounts are presented in Australian dollars, unless otherwise noted. The following significant accounting policies have been adopted in the preparation and presentation of the financial report: 2.1. Principles of Consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and its subsidiaries. Control is achieved when the Company:

• Has power of the investee; • Is exposed, or has rights, to variable returns from its involvement with the investee; and • Has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies.

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The consolidated financial statements include the information and results of each subsidiary from the date on which the Company obtains control and until such time as the Company ceases to control such entity. In preparing the consolidated financial statements, all intercompany balances and transactions, and unrealised profits arising within the Group are eliminated in full. 2.2. Going Concern The consolidated financial statements have been prepared on the going concern basis, which assumes continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. For the year ended 30 June 2016, the Group incurred a net loss from continuing activities of $118,782 (2015: loss of $334,447) and had net cash outflows from operating and investing activities of $740,085 (2015 net cash outflow of $742,903). As at 30 June 2016 the Group had cash assets of $3,202,189 (30 June 2015: $981,124) and net current assets of $2,690,961 (30 June 2015: $893,819). In addition the Group has tenement commitments of which, in the absence of a variation, approximately $1.6 million is required to be spent no later than 31 October 2017 with $1.2 million to be spent no later than 30 June 2017 for the Group to preserve its rights of tenure over all of its current exploration tenement portfolio. Based on cash flow forecasts reviewed by the Directors and the Company’s history of raising capital to date, the Directors believe that the going concern basis of preparation is appropriate. 2.3. Non-current assets held for sale Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales for such assets and its sale is highly probable. Management must be committed to the sale, which should be expected to quality for recognition as a completed sale within one year from the date of classification. Non-current assets classified as held for sale are measured at the lower of their previous carrying amount and fair value less costs to sell. 2.4. Revenue Recognition Interest Revenue Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.

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Sale of exploration assets Revenue from the sale of exploration assets is recognised when the title has passed, at which time all the following conditions are satisfied:

• the Group has transferred to the buyer the significant risks and rewards of ownership of the tenement;

• the Group retains neither continuing managerial involvement of the degree usually associated with ownership nor effective control over the title;

• the amount of revenue can be measured reliably; • it is probable that the economic benefits associated with the transaction will flow to the entity; and • the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Option Exclusivity Fee Revenue from the provision of an option exclusivity period for access to a tenement site and mining data is recognised on a straight-line basis over the period to which the option relates. Royalties Royalty revenue is recognised on an accrual basis in accordance with the substance of the relevant agreement (provided that it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably). Royalties determined on a time basis are recognised on a straight-line basis of the period of the agreement. Royalty arrangements that are based on production, sales and other measures are recognised by reference to the underlying arrangement. 2.5. Foreign Currency The individual financial statements of each group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each group entity are expressed in Australian dollars (‘$’), which is the functional currency of the Company and the presentation currency for the consolidated financial statements. In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences on monetary items are recognised in profit or loss in the period in which they arise. For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated into Australian dollars using exchange rates prevailing at the end of the reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case, the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (attributed to non-controlling interests as appropriate).

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Goodwill and fair value adjustments on identifiable assets and liabilities acquired arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the rate of exchange prevailing at the end of the reporting period. Exchange differences arising are recognised in equity.

2.6. Employee Benefits A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave and sick leave when it is probable that settlement will be required and they are capable of being measured reliably. Liabilities recognised in respect of short-term employee benefits, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement. Liabilities recognised in respect of long-term employee benefits are measured as the present value of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to reporting date. During a prior year the Consolidated Entity introduced Superannuation Choice to employees. This followed the Federal legislation whereby employees are given the freedom to choose their own superannuation fund for employer contributions. Until the introduction of Superannuation Choice, the Consolidated Entity participated in the MLC Employee Retirement Plan, which is a defined contribution plan. The plan provided benefits to employees on retirement, resignation, disability or death. Employees are eligible to contribute to the plan at various percentages of their salaries and wages. The plan complied with all the requirements of the Insurance and Superannuation Commission at all times. Contributions to defined contribution superannuation plans are expensed when incurred.

2.7. Share-based Payments Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the date of grant. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in note 18. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the services.

2.8. Income Tax Current Tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated statement of comprehensive income because of items of income or expense

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that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that sufficient taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates and interests in joint ventures, except where the Group is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. Current and Deferred Tax for the Period Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively. Where current or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

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Tax Consolidation The Company and all its wholly-owned Australian resident entities are part of a tax-consolidated group under Australian taxation law. Apollo Consolidated Limited is the head entity in the tax-consolidated group. Tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax consolidated group are recognised in the separate financial statements of the members of the tax-consolidated group using the ‘separate taxpayer within group’ approach. Current tax liabilities and assets and deferred tax assets arising from unused tax losses and tax credits of the members of the tax-consolidated group are recognised by the Company (as head entity in the tax consolidated group).

Due to the existence of a tax funding arrangement between the entities in the tax-consolidated group, amounts are recognised as payable to or receivable by the Company and each member of the group in relation to the tax contribution amounts paid or payable between the parent entity and the other members of the tax-consolidated group in accordance with the arrangement. Further information about the tax funding arrangement is detailed in note 5 to the financial statements. Where the tax contribution amount recognised by each member of the tax-consolidated group for a particular period is different to the aggregate of the current tax liability or asset and any deferred tax asset arising from unused tax losses and tax credits in respect of that period, the difference is recognised as a contribution from (or distribution to) equity participants.

2.9. Cash and Cash Equivalents Cash and cash equivalents comprise cash on hand, cash at banks and investments in money market instruments.

2.10. Exploration & Evaluation Expenditure Costs incurred during exploration and evaluation related to an area of interest are accumulated. Costs are carried forward provided such costs are expected to be recouped through successful development, or by sale, or where exploration and evaluation activities in the area of interest have not at reporting date reached a stage to allow a reasonable assessment regarding the existence of economically recoverable reserves. In these instances the entity must have rights of tenure to the area of interest and must be continuing to undertake exploration operations in the area. Costs incurred prior to the grant of tenure are not accumulated. Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. Impairment indicators include:

• the period for which the Group has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;

• substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;

• exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the Group has decided to discontinue such activities in the specific area; and

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• sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

The recoverable amount of the exploration and evaluation asset (or the cash-generating unit(s) to which it has been allocated, being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years. Where a decision is made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and is then reclassified to mine properties and development.

2.11. Payables Trade payables and other accounts payable are recognised when the Group becomes obliged to make future payments resulting from the purchase of goods and services. Income arising on the forgiveness of amounts owed is not recognised until such time as a binding agreement for forgiveness is reached between all parties concerned.

2.12. Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material). When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that recovery will be received and the amount of the receivable can be measured reliably.

2.13. Financial Instruments Financial assets and financial liabilities are recognised when a group entity becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss (‘FVTPL”)) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognised immediately in profit of loss.

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2.13.1. Financial Assets Financial assets are classified info the following specified categories: financial assets ‘at fair value through profit or loss (FVTPL), ‘held-to-maturity’ investments, ‘available-for-sale’ (AFS) financial assets and ‘loans and receivables’. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. Effective interest method The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or (where appropriate) a shorter period, to the net carrying amount on initial recognition. Income is recognised on an effective interest basis for debt instruments other than those financial assets designated as at FVTPL. Loans and receivables Trade receivables, loans, and other receivables that have fixed of determinable payments that are not quoted in an active market are classified as ‘loans and receivables’. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. Impairment of financial assets Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each reporting date. Financial assets are considered to be impaired where there is objective evidence that as a result of one or more events that occurred after the initial recognition of the financial asset the estimated future cash flows of the investment have been affected. For certain categories of financial asset, such as trade receivables, assets that are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. 2.13.2. Financial liabilities and equity instruments Classification as debt or equity Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement. Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs. Repurchase of the Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.

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Financial liabilities Financial liabilities are classified as either financial liabilities ‘at FVTPL’ or ‘other financial liabilities’. Other financial liabilities Other financial liabilities, including borrowings and trade and other payables, are initially measured at fair value net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

2.14. Goods and Services Tax Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except:

(i) where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or

(ii) for receivables and payables which are recognised inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows.

3. Critical accounting judgments and key sources of estimation uncertainty The following are the critical judgements, apart from those involving estimations that the directors have made in the process of applying policies and that have the most significant effect on the amounts recognised in the financial statements. Seguela Asset Option to Purchase In February 2016, the Group signed an Option to Purchase Agreement with a subsidiary of Newcrest Mining Limited (“Newcrest”) for the Group’s 80% owned Seguela project in Cote d’Ivoire. Key terms of the agreement are:

• The Group has granted Newcrest an exclusive and non-transferable option to acquire the Seguela permit and all exploration information;

• The option period shall run for two years with fees up to US$1.5 million payable in tranches; • Newcrest will manage exploration for the option period at its sole discretion, funding exploration

expenditure sufficient to maintain the permit in good standing; • If Newcrest does not exercise the option it will have no further rights or interest in the permit;

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• If Newcrest exercises the option it will make various progress payments totalling US$3.5 million, with final payment completing on transfer of full and unencumbered title to the permit to Newcrest;

• On transfer of title, Newcrest will execute royalty deeds to grant a total 1.5% NSR over the permit, with the Group’s share being 1.2%.

In accordance with the Group’s accounting policy for revenue recognition, the Directors have made the judgement that the sale of the Seguela permit has not taken place at reporting date. There is also sufficient uncertainty at reporting date around the sale that the Seguela assets are not considered to be held-for-sale. The Directors have determined that the option exclusivity fee meets the criteria for revenue recognition and is accounted for in accordance with the Group’s policy. The royalty fee will be revisited at such a time that transfer of title is expected. Significant accounting estimates and assumptions: In the application of the Group’s accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting year are: Capitalisation of exploration and evaluation expenditure The Group has capitalised significant exploration and evaluation expenditure on the basis that this is expected to be recouped through future successful development (or alternatively sale) of the Areas of Interest concerned or on the basis that it is not yet possible to assess whether it will be recouped.

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Impairment of assets The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including whether the Group decides to exploit the related permit itself or, if not, whether it successfully recovers the related exploration and evaluation asset through sale. As at 30 June 2016, the carrying value of capitalised exploration and evaluation is $5,309,543 (2015: $4,364,313).

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Equity instruments The Company has on issue Performance Shares that are not tradable in the market and were issued on the acquisition of Aspire Minerals Pty Ltd. The instruments have been valued at nil based on the directors’ assessment of the probability of the performance milestones being met. Placement Options During the previous financial year the Company carried out a capital raising to a sophisticated investor. The capital raising consisted of a placement of 8 million fully paid ordinary share issued at an issue price of 2.5 cents per share, plus one placement option for every two shares issued. The placement options were issued for nil consideration.

The Company has assessed the fair value of the placement options as 1c per option based on market conditions at the time of the placement and has allocated a portion of the funds raised to the option reserve accordingly. Rights Issue Options During the financial year the Company undertook a rights issue with one fully paid ordinary share issued at an issue price of 5 cents per share for every two shares held to participating shareholders, plus one rights issue option for every two shares issued. The rights issue options were issued for nil consideration. The Company has assessed the fair value of the rights issue options as 1c per option based on market conditions at the time of the rights issue and has allocated a portion of the funds raised by the rights issue to the option reserve accordingly.

4. Segment Information (i) Description

AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance. The function of the chief operating decision maker is performed by the Board collectively. Information reported to the Board for the purposes of resource allocation and assessment of performance is focused broadly on the Group’s diversified activities across different sectors. The Group’s reportable segments under AASB 8 are therefore as follows:

• Mineral Exploration – Australia (including the Lake Rebecca project)

• Mineral Exploration – Cote d’Ivoire (including the Aspire contract)

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Information regarding the activities from continuing operations of these segments during the current and prior financial period is set out in the following tables. (ii) Segment revenues and results Segment revenue Segment profit/(loss) Year

ended 30/06/16

Year ended

30/06/15

Year ended

30/06/16

Year ended

30/06/15 $ $ $ $ Mineral exploration - Australia - - (1,686) (1,991) - Cote d’Ivoire 224,777 - 219,714 (20,588) Total for continuing operations 224,777 - 218,028 (22,579) Interest income 19,947 21,390 Share based payment expense - - Central administration costs and directors’ salaries (363,619) (326,396) Loss before tax (125,644) (327,585) (iii) Segment assets and liabilities

Segment assets 30/06/16

$ 30/06/15

$ Mineral exploration - Australia 820,538 646,800 - Cote d’Ivoire 4,908,072 3,799,994 Total segment assets 5,728,610 4,446,794 Unallocated 2,881,848 955,776 Consolidated total assets 8,610,458 5,402,570

Segment liabilities 30/06/16

$ 30/06/15

$ Mineral exploration - Australia - - - Cote d’Ivoire 5,366 1,716 Total segment liabilities 5,366 1,716 Unallocated 1,073,444 611,578 Consolidated total liabilities 1,078,810 613,294

Unallocated assets and liabilities represent those held by corporate headquarters and include cash not allocated to an operating segment and group deferred tax liabilities

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(iv) Other segment information Depreciation and

amortisation Additions to non-current

assets Year

ended 30/06/16

Year ended

30/06/15

Year ended

30/06/16

Year ended

30/06/15 $ $ $ $ Mineral exploration - Australia - - 174,003 36,506 - Cote d’Ivoire - 1,688 762,535 302,348 - 1,688 936,538 338,854 5. Income taxes relating to continuing operations

Year ended

30/06/16 Year ended

30/06/15 $ $ Income tax (expense)/benefit recognised in profit/(loss) 6,862 (6,862) The income tax expense for the year can be reconciled to the accounting loss as follows: Loss from operations (125,644) (327,585) Income tax benefit calculated at 30% 37,693 98,276 Effect of loss from discontinued operations - - Effect of different tax rates of subsidiaries operating in other jurisdictions (29,573) (23,503) Effect of expenses that are not deductible in determining taxable profit - - Unused tax losses and tax offsets not recognised as deferred tax assets (8,120) (74,773) - - Adjustment recognised in the current year in relation to the current tax of prior years 6,862 (6,862) Income tax benefit/(expense) recognised in profit or loss 6,862 (6,862) The tax rate used for the 2016 and 2015 reconciliations above is the corporate tax rate of 30% payable by Australian corporate entities on taxable profits under Australian tax law.

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Unrecognised Deferred Tax Balances As at 30 June 2016 the Consolidated Entity had deferred tax assets not brought to account in relation to the tax losses (at 30%) of $9,991,048 (2015: $9,982,928) and temporary differences (at 30%) not brought to account of $ nil (2015: $ nil). No reliable estimate of the amount of tax losses which could be recognised as a deferred tax asset in the current year is available as it is not possible to accurately quantify the group’s future profitability at its current stage of development. Management have not yet assessed whether the losses would pass the continuity of ownership test or the same business test. Management therefore believe that the group’s tax losses do not meet the probable recognition criteria. There is no expiry date attached to the tax losses.

The Consolidated Entity did not have any capital tax losses carried forward. Deferred Tax Liability The Group has recognised a deferred tax liability of $468,856 at 30 June 2016 (2015: $468,856). The liability has arisen following the acquisition of Aspire Minerals Pty Ltd. In accounting for the business combination, the fair value of exploration and mining expenditure was increased with no corresponding increase allowable in the corresponding tax base giving rise to a taxable temporary difference which has been recognised as a deferred tax liability. Tax Consolidation Relevance of Tax Consolidation to the Consolidated Entity The Company and its wholly-owned Australian resident entities have formed a tax-consolidated group with effect from 1 March 2006 and are therefore taxed as a single entity from that date. The head entity within the tax-consolidated group is Apollo Consolidated Limited. The members of the tax-consolidated group are identified at note 10. Nature of Tax Funding Arrangements and Tax Sharing Agreements Entities within the tax-consolidated group have entered into a tax funding arrangement and a tax-sharing agreement with the head entity. Under the terms of the tax funding arrangement, Apollo Consolidated Limited and each of the entities in the tax-consolidated group has agreed to pay a tax equivalent payment to or from the head entity, based on the current tax liability or current tax asset of the entity. Such amounts are reflected in amounts receivable from or payable to other entities in the tax-consolidated group. The tax sharing agreement entered into between members of the tax-consolidated group provides for the determination of the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the financial statements in respect of this agreement as payment of any amounts under the tax sharing agreement is considered remote.

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6. Loss for the year Loss for the year from continuing operations has been arrived at after (charging)/crediting:

Year ended

30/06/16 Year ended

30/06/15 $ $ Revenue

Option Exclusivity Fee 224,777 - Investment income

Interest income from bank deposits 19,947 21,390 Other gains and losses Unrealised foreign exchange gain/(loss) on balances held in USD 7,147 43,654 Employee benefit expense

Post employment benefits Defined contribution plans (2,415) (2,082)

Other employee benefits (25,418) (21,918) Total employee benefits expense (27,833) (24,000) 7. Earnings per share

Year ended

30/06/16 Year ended

30/06/15 Cents per share Cents per share Basic and diluted loss per share (0.11) (0.5) Basic earnings per share The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows:

Year ended

30/06/16 Year ended

30/06/15 $ $ Earnings used in the calculation of basic EPS Net loss for the year (118,782) (334,447) Earnings used in the calculation of basic EPS from continuing operations (118,782) (334,447)

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2016 2015 Number Number Weighted average number of ordinary shares for the purposes of basic earnings per share 107,461,330 67,337,513 Rights Issue During the financial year, the Company completed an entitlements issue (see note 14). The weighted average number of ordinary shares for the purposes of basic earnings per share has therefore been calculated taking into account the effect of the rights issue for both the current and previous financial years. Diluted earnings per share The earnings and weighted average number of ordinary shares used in the calculation of diluted earnings per share are as follows:

Year ended

30/06/16 Year ended

30/06/15 $ $ Earnings used in the calculation of diluted EPS Net loss for the year (118,782) (334,447) Earnings used in the calculation of diluted EPS from continuing operations (118,782) (334,447) 2016 Number 2015 Number Weighted average number of ordinary shares for the purposes of basic earnings per share 107,461,330 67,337,513 Adjustments for calculation of diluted earnings per share - - Weighted average number of ordinary shares for the purposes of diluted earnings per share 107,461,330 67,337,513 The number of options and other potential ordinary shares that are not dilutive and not included in the calculation of diluted loss per share is 56,932,449 (2015: 44,863,022). Rights Issue During the financial year, the Company completed an entitlements issue (see note 14). The weighted average number of ordinary shares for the purposes of basic earnings per share has therefore been calculated taking into account the effect of the rights issue for both the current and previous financial years.

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8. Trade and other receivables 30/06/16 30/06/15 $ $ Trade receivables - 21,706 GST receivable 18,840 6,627 Other 800 800 19,640 29,132 The average credit period on sale of goods is 45 days. No interest is charged on overdue trade receivables. Amounts for estimated irrecoverable trade receivables arising from past sales are directly written off trade receivables. The Company and Consolidated Entity will also consider any change in quality of the trade receivable from the date credit was initially granted up to the reporting date. The Consolidated Entity considers that receivables which are neither past due nor impaired are recoverable. All receivables which are past due but not impaired are considered to be current.

9. Other current assets 30/06/16 30/06/15 $ $ Prepayments 79,086 28,001 79,086 28,001

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10. Subsidiaries Details of all of the Group’s subsidiaries at the end of the reporting period are as follows:

Name of subsidiary Principal activity

Place of incorporation and operation

Proportion of ownership interest and voting power held by the Group

30/06/16 30/06/15 AC Minerals Pty Ltd (ii) Mineral exploration Australia 100% 100% Apollo Applied Science Pty Ltd (ii) Over the counter

cosmetics sales (discontinued)

Australia 100% 100%

Aspire Minerals Pty Ltd Mineral exploration Australia 100% 100% Aspire Minerals CI SARL Mineral exploration Cote d’Ivoire 100% 100% Aspire Seguela Cote d’Ivoire EURL

Mineral exploration Cote d’Ivoire 100% 100%

Aspire Nord Cote d’Ivoire EURL

Mineral exploration Cote d’Ivoire 100% 100%

Calabash Sarl Mineral exploration Burkina Faso 100% 100% Mont Fouimba Resources Cote d’Ivoire S.A Mineral exploration Cote d’Ivoire 80% 80%

(i) Apollo Consolidated Limited is the head entity within the tax-consolidated group. (ii) These companies are members of the tax consolidated group. (iii) During the prior financial year, the Group increased its ownership interest in Mont Fouimba

Resources through a purchase of shares from the other shareholder. There are no non-wholly owned subsidiaries of the Group that have material non-controlling interests. 11. Capitalised exploration and evaluation expenditure Total $ Balance at 1 July 2014 4,025,459 Additions 338,854 Balance at 30 June 2015 4,364,313 Additions 936,538 Effects of foreign currency exchange differences

8,692 Balance at 30 June 2016 5,309,543

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The ultimate recoupment of exploration and evaluation expenditure carried forward is dependent on successful development and exploitation, or alternatively sale of the respective area of interest. Factors that could impact the future recoverability include the level of reserves and resources, future technological changes, costs of drilling and production, production rates, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices.

12. Trade and other payables 30/06/16 30/06/15 $ $ Trade payables 57,205 47,724 Accrued liabilities 117,422 96,714 174,627 144,438 The average credit period on purchases is 30 days. 13. Other current liabilities 30/06/16 30/06/15 $ $ Deferred income 315,910 - Shares to be issued 1 117,492 - 433,402 144,438

1. Funds received for the exercise of options are shown as other current liabilities until the shares are issued.

14. Share capital 30/06/16 30/06/15 $ $ 138,414,537 fully paid ordinary shares (30 June 2015: 71,627,820) 42,401,617 39,703,962 7,500,000 performance shares (30 June 2015: 7,500,000) - - 42,401,617 39,703,962 Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number and amounts paid on the shares held. On a show of hands, every holder of ordinary shares present at a meeting in person or by proxy is entitled to one vote, and upon a poll each share is entitled to a vote. F

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Ordinary shares have no par value and the Company does not have a limited amount of authorized capital. Movements in share capital during the current and prior period were as follows: Fully paid ordinary shares Share capital Number of shares $ Balance as at 1 July 2014 63,627,820 39,565,743 Placement (a) 8,000,000 159,470 Issue costs – cash costs (21,251) As at 30 June 2015 71,627,820 39,703,962 Rights issue (b) 35,814,208 724,596 Placement – Tranche 1 (c) 13,000,000 910,000 Placement – Tranche 2 (c) 17,000,000 1,190,000 Options exercised 972,509 48,625 Issue costs – cash costs (175,564) As at 30 June 2016 138,414,537 42,401,617

a) On 2 June 2015 a placement of 8,000,000 ordinary shares plus 4,000,000 options, exercisable at 5 cents on or before 30 June 2017, was completed raising a total of $200,000 before costs.

b) On 2 June 2015 the Company announced a partially underwritten 1:2 rights issued on the same terms as noted in (a). The issue was finalised in August 2015 with a total of 35,814,208 ordinary shares and 17,907,128 options, exercisable at $0.05 on or before 30 June 2017, issued to raise $895,836 before costs.

c) On 26 April 2016, the Company announced a placement to sophisticated investors of 30,000,000 ordinary shares at 7c to raise $2.1million before costs. The placement was completed in two tranches; Tranche 1 was issued 3 May 2016 with Tranche 2 finalised on 10 June 2016 following shareholder approval.

Performance Shares Share capital Number of shares $ Balance at 1 July 2014 7,500,000 - Balance at 30 June 2015 7,500,000 - Balance at 30 June 2016 7,500,000 - On 23 December 2011, Shareholders approved at a general meeting for the creation of a new class of securities, “Performance Shares” and for the issue of 3,750,000 Class A and 3,750,000 Class B Performance Shares to the vendors of Aspire Minerals Pty Ltd. Performance Shares are shares in the capital of the Company. The Performance Shares entitle the holder to attend general meetings of Shareholders of the Company but do not entitle the holder to vote or participate in dividends. Performance shares will be either converted to ordinary shares on the

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completion of performance milestones or will be automatically redeemed by the Company for the sum of $0.000001 per performance share. The Class A performance shares will be converted to ordinary shares if within 5 years of the issue of the Performance Shares, the Company makes an announcement of a JORC inferred resource of at least 500,000 oz. of gold for a sole project within the area of the Aspire tenements with a grade equal to or above 1.8gm per tonne. The Class B performance shares will be converted to ordinary shares if within 5 years of issue of the Performance Shares, the Company makes an announcement of a JORC inferred resource of at least 1,000,000 oz. of gold for a sole project within the area of the Aspire tenements with a grade equal to or above 1.8gm per tonne. The Class B conversion would be in addition to the Class A conversion. None of the performance milestones have been met during the period. Deferred Consideration Shares On 8 August 2013, the Company announced that the Deferred Consideration Shares had been issued following the grant of the Seguela exploration license. Share Options Unissued shares under option as at balance date were as follows:

Series Number of shares

under option Class of shares

Exercise price of option

Expiry date of options

Director Options 1 & 2 15,000,000 Ordinary $0.20 31/12/2016 Incentive options 10,500,000 Ordinary $0.05 31/12/2018 Placement options 21,265,878 Ordinary $0.05 30/06/2017 46,765,878

All options were issued by Apollo Consolidated Limited. 17,907,128 options exercisable at 5c on or before 30 June 2017 were issued as part of the rights issue during the year to 30 June 2016 (2015: 4,000,000). 637,526 options with an exercise price of $0.05 expired unexercised on 30 June 2016. Share options carry no rights to dividends and no voting rights. Further details of share-based payments can be found in note 18 to the financial statements. 15. Reserves 30/06/16 30/06/15 $ $ Share based payments reserve 4,176,976 4,176,976 Option reserve 339,030 167,790 Foreign currency translation reserve (54,146) (46,405) 4,461,860 4,298,361

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Share based payments reserve 30/06/16 30/06/15 $ $ Balance at beginning of the year 4,176,976 4,176,976 Accounting value of share-based payments recognised in the year - - Balance at the end of financial year 4,176,976 4,176,976 Option reserve 30/06/16 30/06/15 $ $ Balance at beginning of the year 167,790 127,260 Options issued (see note 18) 171,240 40,530 Balance at the end of financial year 339,030 167,790 Foreign currency translation reserve 30/06/16 30/06/15 $ $ Balance at beginning of the year (46,405) (45,838) Exchange differences arising on translation of foreign operations (7,741) (567) Balance at the end of financial year (54,146) (46,405) Nature and purpose of reserves Share based payments reserve The reserve relates to share options granted by the Company to its employees under its employee share option plan and share options issued to consultants and advisors in consideration for services provided Further information about share-based payments is set out in note 19. Option reserve The reserve relates to free attaching share options issued by the Company as part of a capital raising. See note 14. Foreign currency translation reserve: Exchange differences relating to the translation of the results and net assets of the Group’s foreign operations from their functional currencies to the Group’s presentation currency (being Australian dollars) are recognised directly in other comprehensive income and accumulated in the foreign currency translation reserve.

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16. Accumulated losses 30/06/16 30/06/15 $ $ Balance at the beginning of the year (39,203,864) (38,869,153) Loss attributable to members of the parent entity (163,809) (334,711) Balance at end of financial year (39,367,673) (39,203,864) 17. Financial instruments 17.1 Capital Risk Management The Group seeks to manage its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to stakeholders through optimisation of the debt and equity ratios (see note 2). The Group’s overall objectives and strategy in this regard remains unchanged from 2015. The capital structure of the Group consists of cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves and accumulated losses. Operating cash flows are used to pay for operating cash expenses. The Group holds the following financial instruments 30/06/16 30/06/15 $ $ Financial assets Cash and bank balances 3,202,189 981,124 Loans and receivables (including trade receivables) 19,640 29,132 Financial liabilities Trade and other payables (at amortised cost) (174,627) (144,438) 17.2 Financial Risk Management Objectives The Group’s activities have the potential to expose it to a variety of financial risks: market risk (including foreign currency and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial and exchange rate markets and seeks to minimise potential adverse effects on the Group’s performance. Risk management is overseen by the board of directors. 17.3 Market Risk The Group’s activities have the potential to expose it primarily to the financial risks in foreign currency exchange rates, commodity prices and interest rates. In the last two years the Group has not used any derivative financial instruments to hedge its exposure to foreign exchange and interest rate risk. There has been no change to the Group’s exposure to market risks or the manner in which it manages and measures the risk from the previous period other than for foreign currency risk which is described below.

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17.4 Foreign currency risk management The Group undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows: Liabilities Assets 30/06/16 30/06/15 30/06/16 30/06/15 $ $ $ $

West African Francs (CFA) 14,496 17,304 33,538 53,028 The Group is mainly exposed to the currency of Cote d’Ivoire being the West African CFA Franc (linked to the Euro). The following table details the Group’s sensitivity to a 10% increase and decrease in the Australian dollar agaisnt the relevant foreign currency. This analysis assumes that all other variables remain constant. A positive number below indicates an increase in profit or equity where the Australian dollar strengthens 10% against the relevant currency. For a 10% weakening of the Australian dollar against the relevant currency, there would be a comparable impact on the profit or equity, and the balances below would be negative. West African Franc

Impact $ Profit or loss 2,187 Equity 147,469 17.5 Interest Rate risk management The Group and the Company are potentially exposed to interest rate risk as the parent entity deposits funds at floating interest rates. The Group does not hedge this risk through derivatives such as interest rate swaps. Interest rate sensitivity analysis The sensitivity analysis below has been determined based on a 50 basis point change in interest rates taking place at the beginning of the financial year and held constant throughout the period, which represents management’s assessment of the possible change in interest rates. At reporting date and based on year-end cash balances, if interest rates had been 50 basis points higher or lower and all other variables were held constant, the Group’s net loss would have been $10,458 higher / lower (2015: $8,492).

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17.6 Credit Risk management Credit risk refers to the risk that a counter-party will default on its contractual obligations resulting in a financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties. The Group uses publicly available financial information and its own trading record to rate its major customers. The Group’s exposure and the credit ratings of it counterparties are continuously monitored and controlled by management. As at reporting date the Group has no material receivables and accordingly does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The potential credit risk on liquid funds held by the Group in the future is considered to be limited because likely counterparties are banks with high credit-ratings assigned by international credit-rating agencies. The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the Group’s maximum credit exposure to credit risk. 17.7 Liquidity risk management Liquidity and interest risk tables

The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows. Consolidated Weighted

average effective

interest rate Less than 6

months 6 months –

1 year 1 year – 2

years 30 June 2016 $ $ $ Non-interest bearing liabilities - 174,627 - -

- 174,627 - - 30 June 2015 Non-interest bearing liabilities - 144,438 - - - 144,438 - -

The following table details the Group’s expected maturity for its non-derivative financial assets. The tables have been drawn up based on the undiscounted contractual maturities of financial assets including interest that will be earned on those assets except where the Group anticipates that the cash flow will occur in a different period based on the earliest date on which the Group can realise these assets. The table includes both interest and principal cash flows. F

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Consolidated Weighted

average effective

interest rate Less than 6

months 6 months –

1 year 1 year – 2 years

30 June 2016 $ $ $ Variable interest rate instruments 0.92% 3,202,189 - - Non-Interest bearing assets 19,640 - -

3,221,829 - - 30 June 2015 Variable interest rate instruments 1.81% 981,124 - - Non-Interest bearing assets 29,132 - - 1,010,256 - -

17.8 Fair value of financial assets and financial instruments that are not measured at fair value on a recurring basis (but fair value disclosures are required) The directors consider that the carrying amounts of financial assets and financial liabilities recognised in the consolidated financial statements approximate their fair values.

18. Share-based payments Options

Entitlement Issue options As part of the rights issue undertaken during the financial year, subscribers received one option for every two ordinary shares issued. Options were issued in two tranches; the first for retail subscribers and the second for shortfall and underwriter subscribers.

Placement options As part of the placement undertaken during the previous financial year, subscribers received one option for every two ordinary shares issued.

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The following share-based payment arrangements were in existence during the current and prior reporting periods:

Series Number Grant date Expiry date

Exercise price

Fair value at grant date

$ $

Director Options 1 12,000,000 20/01/12 31/12/16 $0.20 $0.1022 Director Options 2 3,000,000 02/03/12 31/12/16 $0.20 $0.1587 Consultant Options 333,333 04/04/12 31/12/14 $0.20 $0.1308 Broker Options 1 5,187,500 9/08/12 30/06/15 $0.20 $0.0170 Broker Options 2 37,500 9/08/12 30/06/15 $0.20 $0.0170 Incentive Options 10,500,000 29/11/13 31/12/18 $0.05 $0.0249 Rights Issue Options * 6,363,022 24/05/14 30/06/16 $0.05 $0.0100 Broker Options 3 1,500,000 30/05/14 30/06/16 $0.08 $0.0428 Placement Options * 4,000,000 2/06/15 30/06/17 $0.05 $0.0101 Entitlement Issue Options – Retail * 7,630,473 21/07/15 30/06/17 $0.05 $0.0100 Entitlement Issue Options – Shortfall and Underwriter * 10,276,655 12/08/15 30/06/17 $0.05 $0.0090

* Rights Issue Options, Placement Options and Entitlement Issue Options are not share-based payment arrangements and were issued as part of capital raising. See note 14. The weighted average fair value of the share options granted during the financial year is $0.01 (2015: $0.01).

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Movements in share options during the year The following reconciles the share options outstanding at the beginning and end of the year: 2016 2015

Number of

options

Weighted average exercise

price $

Number of options

Weighted average

exercise price $

Balance at beginning of year 37,363,022 $0.11 38,921,355 $0.13 Granted during the year 17,907,128 $0.05 4,000,000 $0.05 Exercised during the year (7,966,538) $0.055 - Lapsed during the year (637,526) $0.05 (5,558,333) $0.20 Balance at end of the year 46,666,086 $0.10 37,363,022 $0.11 Exercisable at the end of the year 46,666,086 $0.10 37,363,022 $0.11 The share options outstanding at the end of the year had an exercise price of $0.10 (2015: $0.11) and a weighted average remaining contractual life of 335 days (2015: 641 days). 19. Key management personnel (‘KMP’) compensation The aggregate compensation made to KMP of the Group is set out below:

Year ended

30/06/16 Year ended

30/06/15 $ $ Short-term employee benefits 285,726 258,175 Post-employment benefits 2,082 2,082 Share-based payments - - Balance at end of financial year 287,808 260,258

20.1 Other transactions with KMP of the Group Loss for the year includes the following items of expense that resulted from transactions, other than compensation, loans or equity holdings, with KMP or their related entities: 30/06/16 30/06/15 $ $ Consulting fees 32,069 9,437 32,069 9,437

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20.2 Total liabilities arising from transactions other than compensation with KMP or their related parties:

30/06/16 30/06/15 $ $ Current Trade and other payables 2,239 69,689 2,239 69,689 During the year, Legal Fees of $32,069 (excluding GST) (2015: $9,437) were paid to Steinepreis Paganin, a law firm of which Mr. Roger Steinepreis is a partner. The fees were paid on normal commercial terms. 20. Cash and cash equivalents For the purposes of the consolidated statement of cash flows, cash and cash equivalents include cash on hand and in banks.

Reconciliation of loss for the year to net cash flows from operating activities Year ended

30/06/16 Year ended

30/06/15 $ $ Loss for the year (118,782) (334,447) Non-cash items:

Relating to discontinued operations - - Share-based payments - - Depreciation - 1,688 Foreign exchange gains/losses (2,193) (42,601)

Financing and investing cash flows included in loss: Interest income (19,947) (21,390) Option exclusivity fee (224,777) Exploration expenditure not capitalised 6,955 26,314

Movement in receivables 9,492 10,377 Movement in payables 53,945 14,801 Movement in other current assets - - Cash flows from operating activities (295,307) (374,860) 21. Non-cash transactions During the year, the Group has not made any non-cash arrangements.

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23. Commitments In order to maintain and preserve rights of tenure to granted exploration tenements, the Group is required to meet certain minimum levels of exploration expenditure specified by both the State Government of Western Australia and the Ministere des Mines, du Petrole et de l’Energie in Cote d’Ivoire. The WA commitments are subject to amendment from time to time as a result of changes to the number or area of granted tenements, escalating expenditure with tenement age, a change of tenement type from exploration license to mining lease or other reasons pursuant to the WA Mining Act. As at reporting date these future minimum exploration expenditure commitments are as follows: 30/06/16

$ 30/06/15

$ Not longer than 1 year 1,221,257 1,651,894 Longer than 1 year and not longer than 5 years 1,854,333 2,013,831 Longer than 5 years - - Total 3,075,590 3,665,725 24. Remuneration of auditors Auditor of the parent entity

Year ended 30/06/16

$

Year ended 30/06/15

$ Audit or review of the financial statements 36,225 37,699 36,225 37,699

The auditor of the Company is Deloitte Touche Tohmatsu. 25. Subsequent events On 2 June 2016, the Company contacted all option holders with options expiring on 30 June 2016 to assist with potential option exercises. The following option exercises have taken place subsequent to the end of the financial year:

• 5 July 2016: 5,394,237 5 options expiring 30 June 2016; • 5 July 2016: 1,500,000 7.5c options expiring 30 June 2016; • 5 July 2016: 99,792 5c options expiring 30 June 2017; • 7 September 2016: 164,365 5c options expiring 30 June 2017

Other than as noted above, there has not been any matter or circumstance occurring subsequent to the end of the financial year that has significantly affected, or may significantly affect, the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.

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26. Parent entity The parent entity of the Group is Apollo Consolidated Limited. Investments in subsidiaries are initially measured at cost, net of transaction costs. Subsequent to initial recognition, investments in subsidiaries are measured at cost in the Company financial statements. Parent Entity Financial Performance for the Financial Year ended 30 June 2016 Year ended

30/06/16 $

Year ended 30/06/15

$ Profit/(loss) for the year of the parent company (401,347) 191,516 Other comprehensive income - - Total comprehensive income for the financial year (401,347) 191,516 Parent Entity Statement of Financial Position as at 30 June 2016

30 June 2016

30 June 2015

$ $ Current assets Cash and bank balances 2,866,322 948,161 Trade and other receivables 18,840 6,627 Other current assets - - Total current assets 2,885,162 954,788 Non-current assets Trade & other receivables 2,408,719 1,721,055 Investment in controlled entities 2,125,800 2,125,800 Total non-current assets 4,534,519 3,846,855 Total assets 7,419,682 4,801,643

Current liabilities Trade and other payables 160,112 127,115 Other current liabilities 117,492 - Total current liabilities 277,604 127,115

Total liabilities 277,604 127,115 Net assets 7,142,077 4,674,528

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30 June 2016

30 June 2015

$ $ Equity Issued capital 42,401,617 39,703,961 Reserves 4,516,006 4,344,766 Accumulated losses (39,775,46) (39,374,199) Total equity 7,142,077 4,674,528

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Corporate Governance Statement For the year ended 30 June 2016

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The Company’s Corporate Governance Statement can be found on the Company’s website at www.apolloconsolidated.com.au/corporate/corporate-governance The following governance related documents can also be found on the Company’s website: Board & Committee Charters

• Board Charter • Audit & Risk Committee Charter • Nomination Committee Charter • Remuneration Committee Charter

Documentation of Policies and Procedures

• Code of conduct • Performance evaluation processes • Summary of Continuous Disclosure Policy • Summary of Trading Policy • Summary of Risk Management Policy • Summary of Diversity Policy • Summary of Shareholder Communication Strategy

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Additional Securities Exchange Information

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The shareholder information set out below was applicable as at 18 September 2016. 1. Twenty largest holders of quoted equity securities

Ordinary shares Number Percentage YARRAANDOO PTY LTD <YARRAANDOO S/F A/C> 12,000,000 8.16 MR. YI WENG + MS NING LI YI WENG & NING LI S/F A/C 6,953,339 4.73 MR. YI WENG + MS NING LI 6,749,244 4.59 MR. ROBERT GHERGHETTA 5,811,309 3.95 YARRAANDOO PTY LTD <YARRAANDOO S/F A/C> 4,000,000 2.72 CRESTHAVEN INVESTMENTS PTY LTD <THE DAIQUIRI A/C>

3,713,305 2.52

MR. YI WENG + MS NING LI YI WENG & NING LI S/F A/C 3,584,885 2.44 RANCHLAND HOLDINGS PTY LTD <RC STEINEPREIS FAMILY 1 A/C>

3,320,922 2.25

MR. YI WENG + MRS. NING LI 3,213,110 2.18 MR. ROGER STEINEPREIS + MRS. JACQUELINE STEINEPREIS <RC & JM STEINEPREIS S/F A/C>

2,937,500 2.00

HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 2,569,928 1.75 MR. YI WENG + MRS. NING LI 2,262,318 1.54 BLUEKNIGHT CORPORATION PTY LTD 2,187,503 1.49 TENBAGGA RESOURCES FUND PTY LTD <TENBAGGA FAMILY A/C>

2,059,980 1.40

MR YI WENG + MRS NING LI <WENG FAMILY A/C> 2,000,000 1.36 VIMINALE PTY LTD <D A PAGANIN FAMILY NO 2 A/C> 1,777,289 1.21 DENMAN INCOME LIMITED 1,622,000 1.10 MR RUBINDRAN KUPPUSAMY 1,564,817 1.06 MR DAVID NICHOLAS CASTLEDEN 1,562,504 1.06 AVIEMORE CAPITAL PTY LTD 1,524,638 1.04 Total Top 20 71,414,591 48.48 Other 75,878,785 51.52

Total ordinary shares on issue 147,293,376 100.00

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Additional Securities Exchange Information

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2. Substantial shareholders The following table details the Company’s substantial shareholders as extracted from the Company’s register of substantial shareholders: Name Number of ordinary

shares Percentage

YARRAANDOO PTY LTD <YARRAANDOO SUPER FUND A/C> 8,000,000 11.17 Total – Yarraandoo Pty Ltd (a) 8,000,000 11.17 YI WENG & NING LI 10,593,047 9.86 YI WENG & NING LI SUPER FUND 7,181,081 6.68 Total – Yi Weng & Ning Li (b) 17,774,128 16.54 BLUEKNIGHT CORPORATION PTY LTD 1,875,000 1.35 RANCHLAND HOLDINGS PTY LTD <RC STEINEPREIS FAMILY 1 A/C>

3,192,977 2.30

MR. ROGER STEINEPREIS + MRS. JACQUELINE STEINEPREIS <RC & JM STEINEPREIS S/F A/C>

2,937,500 2.12

Total – Roger Steinepreis (c) 8,005,477 5.77

(a) As per substantial shareholder notice dated 2 June 2015 (b) As per substantial shareholder notice dated 15 February 2016 (c) As per substantial shareholder notice dated 14 June 2016 3. Distribution of holders of equity securities Fully paid

ordinary shares Tranche 1

Performance Shares

Tranche 2 Performance

Shares

Options

1 – 1,000 77 1 1 18 1,001 – 5,000 58 1 1 18 5,001 – 10,000 65 - - 17 10,001 – 100,000 324 5 5 35 100,001 and over 190 8 8 47 714 15 15 135 Number on issue

147,192,002 3,750,000 3,750,000 46,765,882

Holding less than a marketable parcel

142

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apollo consolidated limited for personal use only · for the year ended 30 june 2016 for personal...

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